ECLIPSYS CORP, S-1/A, 1998-06-26

ECLIPSYS CORP
S-1/A, 1998-06-26
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998

REGISTRATION NO. 333-50781
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2 TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

ECLIPSYS CORPORATION

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7373 65-0632092
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

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

777 EAST ATLANTIC AVENUE
SUITE 200
DELRAY BEACH, FLORIDA 33483
(561) 243-1440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------

HARVEY J. WILSON
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ECLIPSYS CORPORATION
777 EAST ATLANTIC AVENUE
SUITE 200
DELRAY BEACH, FLORIDA 33483
(561) 243-1440
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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

Copies to:

<TABLE>
<S> <C>
JOHN A. BURGESS, ESQ.
BRENT B. SILER, ESQ. DEANNA L. KIRKPATRICK, ESQ.
HALE AND DORR LLP DAVIS POLK & WARDWELL
1455 PENNSYLVANIA AVENUE, N.W. 450 LEXINGTON AVENUE
WASHINGTON, D.C. 20004 NEW YORK, NEW YORK 10017
TELEPHONE: (202) 942-8400 TELEPHONE: (212) 450-4000
TELECOPY: (202) 942-8484 TELECOPY: (212) 450-4800
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date hereof.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in connection with a concurrent international
offering outside the United States and Canada (the "International Prospectus").
The U.S. Prospectus and the International Prospectus will be identical in all
respects except for the front cover pages. The form of the U.S. Prospectus is
included herein and the form of the front cover page of the International
Prospectus follows the front cover page of the U.S. Prospectus.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS (Subject To Completion)

Issued June 26, 1998

4,700,000 Shares

[ECLIPSYS LOGO]
COMMON STOCK
------------------------

OF THE 4,700,000 SHARES OF COMMON STOCK BEING OFFERED, 3,760,000 SHARES ARE
BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS
AND 940,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE THE UNITED STATES AND
CANADA BY THE INTERNATIONAL UNDERWRITERS. SEE "UNDERWRITERS." OF THE 4,700,000
SHARES OF COMMON STOCK BEING OFFERED HEREBY, 4,200,000 SHARES ARE BEING SOLD BY
THE COMPANY AND 500,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDER. THE
COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
STOCKHOLDER. SEE "PRINCIPAL AND SELLING STOCKHOLDERS." PRIOR TO THIS OFFERING,
THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK. IT IS CURRENTLY ESTIMATED
THAT THE INITIAL PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN $16.00 AND
$18.00. SEE "UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS TO BE CONSIDERED IN
DETERMINING THE INITIAL PUBLIC OFFERING PRICE.
------------------------

THE COMMON STOCK HAS BEEN APPROVED FOR QUOTATION ON THE NASDAQ NATIONAL MARKET
UNDER THE SYMBOL "ECLP."

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

SEE "RISK FACTORS" BEGINNING ON PAGE 10 OF THIS PROSPECTUS FOR
INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
PRICE $ A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2) SELLING STOCKHOLDER
-------- -------------- ----------- -------------------
<S> <C> <C> <C> <C>
Per Share.................... $ $ $ $
Total (3).................... $ $ $ $
</TABLE>

- ------------
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. See "Underwriters."

(2) Before deducting expenses of the Offering payable by the Company,
estimated at $1,700,000.

(3) The Company and the Selling Stockholder have granted to the U.S.
Underwriters an option, exercisable within 30 days of the date hereof,
to purchase up to an aggregate of 705,000 additional Shares at the
price to public less underwriting discounts and commissions, for the
purpose of covering over-allotments, if any. If the U.S. Underwriters
exercise such option in full, the total price to public, underwriting
discounts and commissions, proceeds to Company and proceeds to Selling
Stockholder will be $ , $ , $ and $ , respectively. See
"Underwriters."

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

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Davis Polk & Wardwell, counsel for the Underwriters. It is expected that
delivery of the Shares will be made on or about , 1998 at the office of
Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor in
immediately available funds.
------------------------

MORGAN STANLEY DEAN WITTER
BANCAMERICA ROBERTSON STEPHENS
LEHMAN BROTHERS
SALOMON SMITH BARNEY
, 1998
<PAGE> 4

PROSPECTUS (Subject To Completion) [INTERNATIONAL COVER PAGE]

Issued June 26, 1998

4,700,000 Shares

[ECLIPSYS LOGO]
COMMON STOCK
------------------------

OF THE 4,700,000 SHARES OF COMMON STOCK BEING OFFERED, 940,000 SHARES ARE BEING
OFFERED INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE INTERNATIONAL
UNDERWRITERS AND 3,760,000 SHARES ARE BEING OFFERED INITIALLY IN THE UNITED
STATES AND CANADA BY THE U.S. UNDERWRITERS. SEE "UNDERWRITERS." OF THE 4,700,000
SHARES OF COMMON STOCK BEING OFFERED HEREBY, 4,200,000 SHARES ARE BEING SOLD BY
THE COMPANY AND 500,000 SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDER. THE
COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
STOCKHOLDER. SEE "PRINCIPAL AND SELLING STOCKHOLDERS." PRIOR TO THIS OFFERING,
THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK. IT IS CURRENTLY ESTIMATED
THAT THE INITIAL PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN $16.00 AND
$18.00. SEE "UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS TO BE CONSIDERED IN
DETERMINING THE INITIAL PUBLIC OFFERING PRICE.
------------------------

THE COMMON STOCK HAS BEEN APPROVED FOR QUOTATION ON THE NASDAQ NATIONAL MARKET
UNDER THE SYMBOL "ECLP."

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

SEE "RISK FACTORS" BEGINNING ON PAGE 10 OF THIS PROSPECTUS FOR
INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2) SELLING STOCKHOLDER
-------- -------------- ----------- -------------------
<S> <C> <C> <C> <C>
Per Share........................ $ $ $ $
Total (3)........................ $ $ $ $
</TABLE>

(2) Before deducting expenses of the Offering payable by the Company,
estimated at $1,700,000.

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

MORGAN STANLEY DEAN WITTER
BA ROBERTSON STEPHENS INTERNATIONAL LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
SALOMON SMITH BARNEY INTERNATIONAL
, 1998
<PAGE> 5

DESCRIPTION OF ARTWORK

Outside of Gatefold

Artwork shows a map of the 48 contiguous United States, Hawaii and part of
Canada. Heading reads "Eclipsys U.S. and Canadian Customer Sites."

Inside Gatefold

Artwork Shows Five Scenes

Introductory text reads: "Eclipsys' Sunrise Suite of integrated solutions
provides the healthcare enterprise with the information and functionality needed
to enable it to improve clinical, financial and administrative outcomes."

Scene 1 shows a computer screen with patient information with an overlaid
picture of a clinician with a patient.

Text reads: "Access Management applications:
- Provide access to patient information from any point in the healthcare
delivery system
- Coordinate gathering of additional patient data
- Coordinate scheduling of patient appointments throughout the testing
and treatment process"

Scene 2 shows computer screens with patient information with overlaid
pictures of a clinician in a laboratory and a hand holding a prescription
medicine vial.

Text reads: "Clinical Management applications:
- Provide clinical rules to facilitate clinical decisions
- Alert physicians to potential adverse reactions
- Allow caregivers to enter orders on-line for prescriptions and
specialized services"

Scene 3 shows computer screens with patient information with overlaid
pictures of a patient in a hospital bed and two clinicians at a computer screen.

Text reads: "Clinical Management applications also provide:
- Continuous event monitoring
- Immediate physician notification upon a change in the patient's
condition"

Scene 4 shows a computer screen with patient information with an overlaid
picture of a clock.

Text reads: "Patient Financial Management applications:
- Coordinate compliance with managed-care contracts and insurance plan
rules
- Facilitate patient and third-party billing and collection
- Provide financial reporting capabilities"

Scene 5 shows computer screens with charts and graphs with an overlaid
picture of two people standing behind a sign that reads "Prevention/Wellness"

Text reads: "Enterprise Data Warehouse applications consolidate data from
different information systems throughout the enterprise, supporting:
- Reporting
- Strategic planning
- Decision-making"
------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THIS OFFERING,
AND MAY BID FOR, AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."
<PAGE> 6

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY THE SELLING STOCKHOLDER OR BY ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE COMMON STOCK OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION TO SUCH PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREBY SHALL UNDER ANY
CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
------------------------

FOR INVESTORS OUTSIDE THE UNITED STATES: No action has been or will be
taken in any jurisdiction by the Company, by the Selling Stockholder or by any
Underwriter that would permit a public offering of the Common Stock or
possession or distribution of this Prospectus in any jurisdiction where action
for that purpose is required, other than in the United States. Persons into
whose possession this Prospectus comes are required by the Company, the Selling
Stockholder and the Underwriters to inform themselves about and to observe any
restrictions as to the offering of the Common Stock and the distribution of this
Prospectus.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary..................... 4
Risk Factors........................... 10
The Company............................ 18
Use of Proceeds........................ 20
Dividend Policy........................ 20
Capitalization......................... 21
Dilution............................... 22
Unaudited Pro Forma Financial
Information.......................... 23
Selected Consolidated Financial Data... 28
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 30
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Business............................... 39
Management............................. 50
Certain Transactions................... 57
Principal and Selling Stockholders..... 60
Description of Capital Stock........... 62
Shares Eligible for Future Sale........ 65
Underwriters........................... 67
Legal Matters.......................... 70
Experts................................ 70
Additional Information................. 71
Index to Financial Statements.......... F-1
</TABLE>

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

Unless the context otherwise requires, references to the "Company" mean
Eclipsys Corporation and its direct and indirect subsidiaries, including its
predecessor, ALLTEL Healthcare Information Services, Inc.
------------------------

The Company intends to furnish to its stockholders annual reports
containing audited consolidated financial statements examined by an independent
accounting firm and quarterly reports for the first three quarters of each
fiscal year containing interim unaudited consolidated financial information.
------------------------

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED HEREIN UNDER "PROSPECTUS SUMMARY," "RISK
FACTORS," "THE COMPANY," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS," INCLUDING, WITHOUT
LIMITATION, THOSE CONCERNING THE COMPANY'S STRATEGY, THE COMPANY'S PRODUCTS AND
THE COMPANY'S EXPANSION PLANS, CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS
CONCERNING THE COMPANY'S OPERATIONS, ECONOMIC PERFORMANCE AND FINANCIAL
CONDITION. BECAUSE SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE SUCH DIFFERENCES INCLUDE,
BUT ARE NOT LIMITED TO, THOSE DISCUSSED UNDER "RISK FACTORS."

3
<PAGE> 7

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, including "Risk Factors," "Unaudited Pro Forma Financial
Information" and the Company's Consolidated Financial Statements and the Notes
thereto, appearing elsewhere in this Prospectus. Unless otherwise indicated, all
information contained in this Prospectus (i) reflects the redemption of all
outstanding shares of the Company's Series B and Series C 8.5% Cumulative
Redeemable Preferred Stock (the "Redeemable Preferred Stock") using a portion of
the net proceeds of the Offering (the "Preferred Stock Redemption") and the
conversion of all outstanding shares of the Company's Series D, E, F and G
Convertible Preferred Stock (the "Convertible Preferred Stock" and, together
with the Redeemable Preferred Stock, the "Preferred Stock") into an aggregate of
10,033,313 shares of Common Stock, par value $.01 per share (the "Common
Stock"), and Non-Voting Common Stock, par value $.01 per share (the "Non-Voting
Common Stock"), as applicable (the "Preferred Stock Conversion"), both of which
will occur concurrently with the closing of the Offering pursuant to the terms
of the Preferred Stock; (ii) treats all shares of the Company's Non-Voting
Common Stock, which are convertible at any time, subject to certain limitations,
into shares of Common Stock, as if they had been so converted; (iii) gives
effect to a two-for-three reverse stock split effected in June 1998 and (iv)
assumes no exercise of the Underwriters' over-allotment option. See "Description
of Capital Stock" and "Underwriters."

THE COMPANY

Eclipsys is a healthcare information technology company delivering
solutions that enable healthcare providers to achieve improved clinical,
financial and administrative outcomes. The Company offers an integrated suite of
core products in four critical areas -- clinical management, access management,
patient financial management and enterprise data warehouse and analysis. These
products can be purchased in combination to provide an enterprise-wide solution
or individually to address specific needs. The Company's products have been
designed specifically to deliver a measurable impact on outcomes, enabling the
Company's customers to quantify clinical benefits and return on investment in a
precise and timely manner. The Company's products can be integrated with a
customer's existing information systems, which the Company believes reduces
overall cost of ownership and increases the attractiveness of the Company's
products. Eclipsys also provides outsourcing, remote processing and networking
services to assist customers in meeting their healthcare information technology
requirements. The Company was formed in December 1995 and has grown primarily
through its three acquisitions, all completed since January 1997. These
acquisitions, together with internally generated growth, have resulted in total
revenues of $126.5 million in 1997 on the pro forma basis described herein.

The Company markets its products primarily to large hospitals, academic
medical centers and integrated healthcare delivery networks. As of March 31,
1998, Eclipsys had one or more of its products installed or being installed in
over 350 facilities, including large hospitals, academic medical centers and
integrated healthcare delivery networks. To provide direct and sustained
customer contact, the Company maintains decentralized sales, implementation and
customer support teams in each of its five North American regions. The Company's
field sales force has an average of 18 years of experience in the healthcare
industry.

The Company believes that its products and services, focus on physicians'
needs, leading technology, strategic relationships, management team and
well-positioned customer base are competitive strengths that will enable it to
capitalize on continued opportunities for growth.

- Comprehensive Product Offering. The Company's product strategy has
been to acquire or develop industry-leading products in each core
area -- clinical management, access management, patient financial
management and enterprise data warehouse and analysis -- and then
integrate them to provide a comprehensive healthcare information
technology solution.

4
<PAGE> 8

- Leading Technology. The Company has recently announced the
development of, and has commenced migrating its products to, its new
structured object layered architecture ("SOLA"), which is designed to
facilitate the integration of the Company's products with its
customers' existing systems, as well as with future products developed
or acquired by the Company.

- Strategic Relationships. One of the Company's important strategic
relationships is with Partners HealthCare System, Inc. ("Partners"),
including two of its hospital subsidiaries, Brigham and Women's
Hospital ("Brigham") and Massachusetts General Hospital ("MGH"). This
relationship provides intensive physician-driven research and
development and testing for new and existing products in a potential
forum that provides feedback from medical and administrative users.

- Proven Management Team with Successful Track Record. The Company's
senior management team averages over 22 years in the healthcare and
information technology industries and includes four former chief
executive officers. Harvey J. Wilson, the Chairman of the Board,
President and Chief Executive Officer of the Company, was a co-founder
of Shared Medical Systems Corporation ("SMS"). Upon completion of the
Offering, the senior management team will beneficially own 16.9% of
the outstanding Common Stock.

INDUSTRY

In recent years, the healthcare industry has undergone, and continues to
undergo, radical and rapid change. The increasing cost of providing healthcare
has caused the provider reimbursement environment to move away from the
indemnity model, characterized by fee-for-service arrangements and traditional
indemnity insurance, toward the managed-care model, in which providers are
aligned within networks and healthcare delivery must follow plan-established
rules to qualify for reimbursement. As a result, the emphasis of healthcare
providers has shifted from providing care regardless of cost to providing
high-quality care in the most cost-effective manner possible. The pressures to
achieve successful clinical outcomes more efficiently while managing costs more
effectively have led to significant industry consolidation, resulting in the
development of large integrated healthcare delivery networks.

As these integrated healthcare delivery networks grow larger and more
dispersed, the challenge of effectively managing and delivering information
throughout the enterprise also increases. Healthcare providers are increasingly
demanding integrated solutions that offer all of the core functions -- clinical
management, access management and patient financial management -- required to
manage the entire healthcare delivery process. In addition, large and widely
spread healthcare delivery networks require data warehouse and analysis tools
that permit them to effectively extract and analyze data located throughout the
enterprise. Finally, physician utilization is necessary for a healthcare
information technology solution to improve clinical outcomes. The Company
believes that physician utilization will increase as information technology
solutions provide greater functionality, including alerts, reminders, sub-second
response times, just-in-time clinical decision support, an intuitive graphical
user interface and the ability to log on to the system remotely.

The Company believes that healthcare providers are realizing that a
relatively small investment in healthcare information technology can
significantly reduce variable costs. As a result of industry trends, healthcare
providers are making significant investments in healthcare information
technology solutions that capitalize on evolving information management
technologies. Industry analysts estimate that healthcare organizations spent
approximately $17 billion in 1997 for information technology solutions, and
anticipate that such expenditures will increase to approximately $28 billion
annually by 2002.

5
<PAGE> 9

STRATEGY

The Company's objective is to become the leading provider of healthcare
information technology solutions to meet the needs of the healthcare industry as
it consolidates and evolves. Key elements of the Company's strategy to achieve
this objective include:

Provide Comprehensive, Integrated Healthcare Information Technology
Solutions. Eclipsys is focusing on providing a full suite of clinical
management, access management, patient financial management and enterprise data
warehouse and analysis solutions. The Company's products are designed to be
responsive to physicians' needs, outcomes-oriented and user-friendly. The
Company believes that its healthcare information technology solutions facilitate
the clinical and business decision process, enabling its customers to improve
their overall work processes, clinical outcomes and return on investment.

Further Penetrate Existing Customer Base. The Company believes there is a
significant opportunity to sell its integrated healthcare information technology
solutions to its existing customers, only a few of which currently have an
enterprise-wide healthcare information system.

Continue to Enhance and Develop New Solutions. The Company intends to
continue upgrading existing products and developing new solutions to meet the
evolving healthcare information technology needs of its customers. For example,
the Company is currently focusing on migrating its products to its new SOLA
architecture. The Company has a team of more than 300 internal research and
development and technical support professionals dedicated to developing,
enhancing, supporting and commercializing new and enhanced healthcare
information technology products. In addition, the Company's relationship with
Partners allows it to test new and existing products in a potential forum that
provides feedback from medical and administrative users, which the Company
believes gives it a competitive advantage in developing new products.

Pursue Selected Acquisitions and Investments. The Company intends to
continue pursuing selected acquisitions and investments that will enhance its
product line, customer base, technological capabilities and management team. The
Company believes that such transactions will provide it with the opportunity to
leverage its existing sales, marketing and development teams and offer the
potential to achieve operating synergies across the organization.

6
<PAGE> 10

THE OFFERING

<TABLE>
<S> <C> <C>
Common Stock offered by:
The Company...................................... 4,200,000 shares(1)
The Selling Stockholder.......................... 500,000 shares
----------
Total......................................... 4,700,000 shares(1)
==========
Common Stock offered:
U.S. Offering.................................... 3,760,000 shares(1)
International Offering........................... 940,000 shares
----------
Total......................................... 4,700,000 shares(1)
==========
Common Stock to be outstanding after the
Offering......................................... 19,561,237 shares(1)(2)
Use of Proceeds.................................... Redemption of Redeemable Preferred Stock, repayment
of debt and working capital and other general
corporate purposes, including potential acquisitions
Proposed Nasdaq National Market symbol............. "ECLP"
</TABLE>

- ---------------
(1) Assumes the U.S. Underwriters' over-allotment option is not exercised. See
"Underwriters."

(2) Excludes (i) an aggregate of 4,333,333 shares of Common Stock reserved for
issuance under the Company's 1996 Stock Plan, 1998 Incentive Stock Plan and
1998 Employee Stock Purchase Plan, of which 2,630,308 shares are subject to
outstanding options at a weighted average exercise price of $10.78 per share
as of June 1, 1998, and (ii) an aggregate of 806,084 shares of Common Stock
issuable upon the exercise of warrants (the "Warrants") (assuming a closing
date for this Offering no later than July 31, 1998). See "Management --
Stock Plans," "Description of Capital Stock -- Warrants" and Note 10 of
Notes to the Company's Consolidated Financial Statements.

RISK FACTORS

Prospective purchasers should consider all of the information contained in
this Prospectus before making an investment in shares of Common Stock. In
particular, prospective purchasers should consider the factors set forth herein
under "Risk Factors."

7
<PAGE> 11

SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 THREE MONTHS ENDED MARCH 31, 1998
--------------------------------------- ---------------------------------------
PRO FORMA AS PRO FORMA AS
ACTUAL(1) PRO FORMA(2) ADJUSTED(3) ACTUAL(1) PRO FORMA(2) ADJUSTED(3)
--------- ------------ ------------ --------- ------------ ------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenues........................ $ 94,077 $ 126,524 $ 126,524 $ 29,295 $ 30,275 $ 30,275
--------- --------- ---------- --------- --------- ----------
Costs and expenses:
Cost of revenues(4)................. 78,287 104,036 104,036 18,470 19,382 19,382
Marketing and sales................. 13,662 20,893 20,893 4,211 4,791 4,791
Research and development............ 15,714 29,312 29,312 6,112 6,850 6,850
General and administrative.......... 5,672 13,956 13,956 1,616 1,892 1,892
Depreciation and amortization(5).... 9,134 11,256 11,256 2,512 2,599 2,599
Write-off of in-process research and
development(6).................... 105,688 -- -- -- -- --
Write-off of MSA(7)................. -- -- -- 7,193 -- --
--------- --------- ---------- --------- --------- ----------
Total costs and expenses..... 228,157 179,453 179,453 40,114 35,514 35,514
--------- --------- ---------- --------- --------- ----------
Loss from operations.................. (134,080) (52,929) (52,929) (10,819) (5,239) (5,239)
Interest expense (income), net........ 1,154 1,568 (544) 285 391 (94)
--------- --------- ---------- --------- --------- ----------
Net loss(8)........................... (135,234) (54,497) (52,385) (11,104) (5,630) (5,145)
Dividends and accretion on mandatorily
redeemable preferred stock(9)....... (5,850) (4,761) -- (1,335) (1,154) --
Preferred stock conversion(10)........ (3,105) (3,105) (3,105) -- -- --
--------- --------- ---------- --------- --------- ----------
Net loss available to common
shareholders........................ $(144,189) $ (62,363) $ (55,490) $ (12,439) $ (6,784) $ (5,145)
========= ========= ========== ========= ========= ==========
Basic and diluted net loss per common
share(11)........................... $ (40.91) $ (13.06) $ (2.97) $ (2.72) $ (1.38) $ (.28)
Weighted average common shares
outstanding(11)..................... 3,524,313 4,774,312 18,686,435 4,573,455 4,906,788 18,363,756
OTHER DATA:
EBITDA(12)............................ $ 905 $ (19,312) $ (19,312) $ 2,865 $ 1,407 $ 1,407
Net cash provided by operating
activities.......................... 1,068 10,193
Net cash used in investing
activities.......................... (113,670) (18,542)
Net cash provided by financing
activities.......................... 112,771 9,406
</TABLE>

<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
---------------------------
PRO FORMA AS
ACTUAL ADJUSTED(13)
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 5,854 $ 10,574
Working capital deficit..................................... (19,559) (10,867)
Total assets................................................ 106,426 116,746
Debt, including current portion............................. 16,588 --
Mandatorily redeemable preferred stock...................... 29,178 --
Shareholders' equity (deficit).............................. (16,439) 39,825
</TABLE>

- ---------------
(1) The Alltel and SDK Acquisitions, described below, were accounted for using
the purchase method of accounting. Accordingly, the actual statement of
operations data reflects the results of operations from these businesses
from their respective acquisition dates. See note 2 below and "The
Company."

(2) Gives effect to the following as if they had occurred on January 1, 1997:
(i) the acquisition, effective January 24, 1997, of ALLTEL Healthcare
Information Services, Inc. ("Alltel"), a wholly owned subsidiary of ALLTEL
Information Services, Inc. ("AIS"), for an aggregate purchase price of
approximately $201.5 million after giving effect to certain purchase price
adjustments (the "Alltel Acquisition"), (ii) the acquisition, effective
June 26, 1997, of SDK Medical Computer Services Corporation ("SDK") for an
aggregate purchase price of $16.5 million (the "SDK Acquisition"),
including the issuance of $7.6 million of subordinated promissory notes
(the "SDK Notes"), (iii) the acquisition, effective January 30, 1998, of
the North American operations of Emtek Healthcare Systems ("Emtek"), a
division of Motorola, Inc. ("Motorola"), for an aggregate purchase price of
approximately $11.7 million (the "Emtek Acquisition"), (iv) the
renegotiation in the first quarter of 1998 of certain matters relating to
the Alltel Acquisition (the "Alltel Renegotiation"), including the return
by AIS to the Company for cancellation of 11,000 shares of Series C
Redeemable Preferred Stock in return for the Company extinguishing claims
against AIS related to the Alltel Acquisition (the "AIS Settlement") and
the MSA Buyout (as defined below), (v) the repayment of $9.0 million of
borrowings under the term loan portion of the Company's commercial credit
facility (the "Term Loan") in February 1998 using the proceeds of the
issuance of 900,000 shares of Series G Convertible Preferred Stock for
total consideration of $9.0 million (the "1998 Preferred Stock Issuance"),
(vi) the SDK Partial Repayment (as defined below), (vii) the January 1998
scheduled $2.0 million payment to AIS under the MSA (as defined below) and
(viii) borrowings under the revolving portion of the Company's commercial
credit facility (the "Revolver") to fund the MSA Buyout and the Simione
Investment (as defined below). See "The Company," "Unaudited Pro

8
<PAGE> 12

Forma Financial Information," "Certain Transactions" and Notes 6 and 13 of
Notes to the Company's Consolidated Financial Statements.

(3) Adjusted to give effect to (i) the Preferred Stock Conversion and (ii) the
sale by the Company of the 4,200,000 shares of Common Stock offered by it
hereby at an assumed initial public offering price of $17.00 per share and
the application of the net proceeds to the Company therefrom as described
under "Use of Proceeds." See "Unaudited Pro Forma Financial Information."

(4) In 1997, includes $18.0 million (actual, pro forma and pro forma as
adjusted) amortization expense related to acquired technology as a result
of the Alltel, SDK and Emtek Acquisitions (collectively, the
"Acquisitions"). In 1998, includes $3.8 million (actual) and $3.7 million
(pro forma and pro forma as adjusted) amortization expense related to
acquired technology as a result of the Acquisitions. The acquired
technology costs are being amortized annually over three to five years
either on a straight line basis or, if greater, based on the ratio that
current revenues bear to total anticipated revenues attributable to the
applicable product.

(5) In 1997, includes $2.9 million (actual) and $3.6 million (pro forma and pro
forma as adjusted) amortization expense related to ongoing customer
relationships and goodwill that arose as a result of the Acquisitions. In
1998, includes $649,000 (actual, pro forma and pro forma as adjusted)
amortization expense related to ongoing customer relationships and goodwill
that arose as a result of the Acquisitions. The value of ongoing customer
relationships and goodwill is being amortized over periods that range from
five to twelve years.

(6) In connection with the Alltel and SDK Acquisitions in 1997, the Company
wrote off in-process research and development of $98.7 million and $7.0
million, respectively, reflecting the appraised values of certain
in-process research and development acquired in these acquisitions. These
nonrecurring charges are excluded from the pro forma and pro forma as
adjusted presentations. See Note 6 of Notes to the Company's Consolidated
Financial Statements.

(7) In connection with the buyout in the first quarter of 1998 of the Company's
obligations under the Management and Services Agreement (the "MSA") entered
into in connection with the Alltel Acquisition (the "MSA Buyout"), the
Company recorded a charge of $7.2 million in the first quarter of 1998.
This nonrecurring charge is excluded from the pro forma and pro forma as
adjusted presentations. See "Certain Transactions -- The Alltel Acquisition
and Renegotiation" and Note 13 of Notes to the Company's Consolidated
Financial Statements.

(8) The Company has not recorded any benefit for income taxes because
management believes, based on the evidence available at December 31, 1997
and March 31, 1998, it is more likely than not that the Company's net
deferred tax assets will not be realized. Accordingly, the Company has
recorded a valuation allowance against its total net deferred tax assets.

(9) The pro forma amount reflects an adjustment to reduce the dividends and
accretion on mandatorily redeemable preferred stock pursuant to the Alltel
Renegotiation by $1.1 million in 1997 and $181,000 in 1998.

(10) Represents a charge related to the January 1997 issuance of Series F
Convertible Preferred Stock in exchange for the cancellation of Series A
Convertible Preferred Stock.

(11) See Note 2 of Notes to the Company's Consolidated Financial Statements.

(12) Represents earnings before interest expense, income tax expense,
depreciation and amortization and nonrecurring charges ("EBITDA"). EBITDA
is not a measurement in accordance with generally accepted accounting
principles ("GAAP") and should not be considered an alternative to, or more
meaningful than, income from operations, net income or cash flows as
defined by GAAP or as a measure of the Company's profitability or
liquidity. All registrants do not calculate EBITDA in the same manner and
accordingly, EBITDA may not be comparable with other registrants. The
Company has included information concerning EBITDA herein because
management believes EBITDA provides useful information. The following table
summarizes EBITDA on an actual, pro forma and pro forma as adjusted basis:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, 1997 MARCH 31, 1998
------------------------------------ ----------------------------------
PRO FORMA PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED ACTUAL PRO FORMA AS ADJUSTED
--------- ---------- ----------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net loss................................... $(135,234) $ (54,497) $ (52,385) $(11,104) $ (5,630) $ (5,145)
Interest expense........................... 1,154 1,568 (544) 285 391 (94)
Income tax expense......................... -- -- -- -- -- --
Depreciation and amortization.............. 29,297 33,617 33,617 6,491 6,646 6,646
Write-off of in-process research and
development.............................. 105,688 -- -- -- -- --
Write-off of MSA........................... -- -- -- 7,193 -- --
--------- ---------- --------- -------- -------- --------
EBITDA..................................... $ 905 $ (19,312) $ (19,312) $ 2,865 $ 1,407 $ 1,407
========= ========== ========= ======== ======== ========
</TABLE>

(13) Gives effect to the following as if they had occurred on March 31, 1998:
(i) the scheduled repayment in April 1998 of $4.0 million of principal and
accrued interest on the SDK Notes (the "SDK Partial Repayment"); (ii) the
purchase of $5.6 million of the capital stock of Simione Central Holdings,
Inc. ("Simione") in May 1998 (the "Simione Investment"), which was funded
with borrowings under the Revolver, (iii) the Preferred Stock Conversion,
and (iv) the sale by the Company of 4,200,000 shares of Common Stock
offered by it hereby at an assumed initial public offering price of $17.00
per share and the application of the net proceeds to the Company therefrom
as described under "Use of Proceeds." See "The Company," "Unaudited Pro
Forma Financial Information" and Notes 6 and 13 of Notes to the Company's
Consolidated Financial Statements.

9
<PAGE> 13

RISK FACTORS

In addition to the other information in this Prospectus, prospective
investors should carefully consider the following risk factors.

LIMITED COMBINED OPERATING HISTORY; HISTORY OF OPERATING LOSSES

The Company began operations in 1996 and has grown primarily through a
series of acquisitions completed since January 1997. Accordingly, the Company
and its acquired operations have a limited combined operating history upon which
an evaluation of the Company and its prospects can be based. The success of the
Company will depend, in part, on its ability to integrate the operations of
these acquired businesses and to consolidate its product offerings. There can be
no assurance that the operating results of the Company will meet or exceed the
combined individual operating results achieved by the respective businesses
prior to their acquisition, and consequently the pro forma financial information
contained herein may not be indicative of the Company's future operating results
and financial condition. In addition, the Company's senior management group has
been assembled relatively recently. There can be no assurance that the
management group will be able to oversee the combined entity and implement the
Company's operating or growth strategies effectively. See "The Company."

The Company has incurred net losses in each year since its inception,
including net losses of $135.2 million in 1997 and $11.1 million in the first
quarter of 1998. At March 31, 1998, the Company had a shareholders' deficit of
$16.4 million. The Company's losses resulted primarily from certain write-offs
related to the Alltel and SDK Acquisitions which were consummated during 1997
and charges in the first quarter of 1998 related to the MSA Buyout. The Company
expects to continue to incur net losses for the foreseeable future. There can be
no assurance that the Company will achieve profitability. See "Selected
Consolidated Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

MANAGEMENT OF GROWTH

The growth in the size and complexity of the Company's business as a result
of the Acquisitions has placed, and is expected to continue to place, a
significant strain on the Company's management and other resources. The
Company's ability to compete effectively and to manage future growth, if any,
will depend on its ability to continue to implement and improve operational and
financial systems on a timely basis and to expand, train, motivate and manage
its work force. There can be no assurance that the Company's personnel, systems,
procedures and controls will be adequate to support the Company's operations. If
the Company's management is unable to manage growth effectively, the Company's
business, financial condition and results of operations could be materially
adversely affected.

RISKS ASSOCIATED WITH FUTURE ACQUISITIONS

An important element of the Company's business strategy has been, and is
expected to continue to be, expansion through acquisitions. The Company's
ability to continue to expand through acquisitions depends on many factors,
including the availability of capital to purchase other businesses and to
support such growth, the successful identification and acquisition of businesses
and management's ability to effectively integrate and operate the new
businesses. The Company currently has no commitments, understandings or
arrangements with respect to any future acquisitions. There is significant
competition for acquisition opportunities in the information technology
industry. Competition may intensify due to consolidation in the industry, which
could increase the costs of future acquisitions. The Company competes for
acquisition opportunities with other companies, some of which may have
significantly greater financial and management resources than the Company.
Further, the anticipated benefits from any acquisition may not be achieved
unless the operations of the acquired business are successfully combined with
those of the Company. The integration of acquired businesses requires
substantial attention from management. The diversion of the attention of
management and any difficulties encountered in the transition process could have
a material adverse effect on the Company's business, financial condition and
results of operations. There can be no assurance that the Company will be able
to identify suitable acquisition candidates, acquire any such candidates on
reasonable terms or integrate acquired businesses successfully. Future
acquisitions could result in the issuance of additional shares of capital

10
<PAGE> 14

stock or the incurrence of additional indebtedness, could entail the payment of
consideration in excess of book value and could have a dilutive effect on the
Company's net income per share. Many business acquisitions must be accounted for
under the purchase method of accounting. Consequently, such acquisitions may
generate significant goodwill or other intangible assets. Consequently,
acquisition of these businesses would typically result in substantial
amortization charges to the Company. Acquisitions could also involve significant
charges reflecting write-offs of acquired in-process research and development.
As a result of acquisitions, the Company recorded amortization expenses for
acquisition-related intangible assets of $23.0 million and wrote off $105.7
million of in-process research and development in 1997. See "The Company,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Overview" and "Business -- Strategy."

ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL

The Company's success depends, in significant part, upon the continued
services of its key technical, marketing, sales and management personnel and on
its ability to continue to attract, motivate and retain highly qualified
employees. Competition for technical, marketing, sales and management employees
is intense and the process of recruiting personnel with the combination of
skills and attributes required to execute the Company's strategy can be
difficult, time-consuming and expensive. There can be no assurance that the
Company will be successful in attracting or retaining highly skilled technical,
management, sales and marketing personnel. The failure to attract, hire,
assimilate or retain such personnel could have a material adverse effect on the
Company's business, financial condition and results of operations.

The Company believes that its ability to implement its strategic goals
depends to a considerable degree on its senior management team. The loss of any
member of that team or, in particular, the loss of Harvey J. Wilson, the
Company's founder, Chairman of the Board, President and Chief Executive Officer,
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company does not expect to maintain key
person life insurance on any of its key employees after the Offering. Although
the Company has entered into an employment agreement with Mr. Wilson, he and all
other key employees may voluntarily terminate their respective employment with
the Company at any time. See "Business -- Employees" and "Management."

POTENTIAL FLUCTUATIONS IN QUARTERLY PERFORMANCE

The Company's revenues and operating results have varied from quarter to
quarter, primarily due to acquisitions. The Company's quarterly operating
results may continue to fluctuate due to a number of factors, including the
timing and size of future acquisitions; the timing, size and nature of the
Company's product sales and implementations; the length of the sales cycle;
implementation efforts; market acceptance of new services, products or product
enhancements by the Company or its competitors; product and price competition;
the relative proportions of revenues derived from systems and services and from
hardware; changes in the Company's operating expenses; personnel changes; the
performance of the Company's products; and fluctuations in economic and
financial market conditions. The timing of revenues from product sales is
difficult to forecast because the Company's sales cycle can vary depending upon
factors such as the size of the transaction, the changing business plans of the
customer, the effectiveness of the customer's management and general economic
conditions. In addition, because revenue is recognized at various points during
the term of a contract, the timing of revenue recognition varies considerably
based on a number of factors, including the type of contract, the availability
of personnel, the implementation schedule and the complexity of the
implementation process. How and when to implement, replace, expand or
substantially modify an information system, or modify or add business processes
or lines of business, are major decisions for healthcare organizations. The
sales cycle for the Company's systems may range from six to eighteen months or
more from initial contact to contract execution. Historically, the Company's
implementation cycle has ranged from twelve to thirty-six months from contract
execution to completion of implementation. Although the Company believes that
the migration of its products to its new SOLA architecture will significantly
shorten the implementation cycle, there can be no assurance in this regard.
During the sales cycle and the implementation cycle, the Company expends
substantial time, effort and funds preparing contract proposals, negotiating the
contract and implementing the solution. Because a significant percentage of the
Company's expenses are

11
<PAGE> 15

relatively fixed, a variation in the timing of sales and implementations can
cause significant variations in operating results from quarter to quarter.

Due to the foregoing factors, the Company believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and that
such comparisons cannot be relied upon as indicators of future performance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

RAPID TECHNOLOGICAL CHANGE AND EVOLVING MARKET

The market for the Company's products and services is characterized by
rapidly changing technologies, evolving industry standards and new product
introductions and enhancements that may render existing products obsolete or
less competitive. As a result, the Company's position in the healthcare
information technology market could erode rapidly due to unforeseen changes in
the features and functions of competing products, as well as the pricing models
for such products. The Company's future success will depend in part upon the
Company's ability to enhance its existing products and services and to develop
and introduce new products and services to meet changing customer requirements.
The process of developing products and services such as those offered by the
Company is extremely complex and is expected to become increasingly complex and
expensive in the future as new technologies are introduced. The Company has
recently announced the development of, and has commenced migrating its products
to, its new SOLA architecture. There can be no assurance that the development of
SOLA or the migration of products to the SOLA architecture will be successful,
that such products will meet their scheduled release dates, that the Company
will successfully complete the development and release of other new products or
the migration of new or existing products to specific platforms or
configurations in a timely fashion or that the Company's current or future
products will satisfy the needs of potential customers or gain general market
acceptance.

RISKS ASSOCIATED WITH DEVELOPMENT OF INTEGRATED CLINICAL MANAGEMENT SUITE

The Company is currently in the process of integrating selected features
and functionalities from a number of heritage clinical management products
acquired in the Alltel and Emtek Acquisitions and licensed from Partners to
create the Sunrise Clinical Management suite, which is currently undergoing
field trials. Although most of the key functionalities of the Sunrise Clinical
Management suite are currently available in heritage products, the integrated
Sunrise Clinical Management suite is not expected to be generally available
until 1999. There can be no assurance that the Company will be successful in
completing the integration of these functionalities on a timely basis, that the
field trials will be successful or that the Sunrise Clinical Management suite,
if and when generally available, will meet the needs of the marketplace or
achieve market acceptance. Any difficulties or delays in integrating these
functionalities into the Sunrise Clinical Management suite, or the failure of
the Sunrise Clinical Management suite to gain market acceptance, could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Products."

COMPETITION

The market for the Company's products and services is intensely competitive
and is characterized by rapidly changing technologies and user needs and the
frequent introduction of new products. The Company's principal competitors
include Cerner Corp., HBO & Company, IDX Systems Corp. and SMS. The Company also
faces competition from providers of practice management systems, general
decision support and database systems and other segment-specific applications,
as well as from healthcare technology consultants. A number of the Company's
competitors are more established, benefit from greater name recognition and have
substantially greater financial, technical and marketing resources than the
Company. The Company also expects that competition will continue to increase as
a result of consolidation in both the information technology and healthcare
industries. There can be no assurance that the Company will be able to compete
successfully against current and future competitors or that competitive
pressures faced by the Company will not materially adversely affect its
business, financial condition and results of operations. See "Business --
Competition."

12
<PAGE> 16

DEPENDENCE ON RELATIONSHIP WITH PARTNERS

The Company has an exclusive license granted by Partners (the "Partners
License") to develop, commercialize, distribute and support certain intellectual
property relating to the BICS clinical information systems software developed at
Brigham. If the Company breaches certain terms of the license, Partners has the
option to convert the license to a non-exclusive license. Such conversion by
Partners could cause the intellectual property and the ability to develop and
commercialize such intellectual property to become more widely available to
competitors of the Company, which could have a material adverse effect on the
Company's business, financial condition and results of operations. No sales have
been made and, consequently, no royalties have been paid by the Company pursuant
to the Partners License because products based on the licensed technology are
still in field trials. See "Certain Transactions -- The Partners License." The
Company also works closely with physicians and research and development
personnel at Brigham and MGH to develop and commercialize new information
technology solutions for the healthcare industry and to test and demonstrate new
and existing products. A breach of the terms of the Partners License could cause
the cooperative working relationship with Brigham and MGH, including future
access to products developed by personnel at Brigham granted under the Partners
License, to become strained or to cease altogether. The loss of good relations
with Brigham or MGH could have a material adverse impact on the Company's
ability to develop new solutions and cause delays in bringing new products to
the market. Additionally, a loss of the relationship with Brigham or MGH could
result in the Company's reputation and status in the industry being diminished.
Any of these events could have a material adverse effect on the Company's
business, financial condition and results of operations. In connection with the
grant of the Partners License, Partners acquired 988,290 shares of Common Stock,
which will represent 5.1% of the outstanding Common Stock following the
Offering.

UNCERTAINTY IN THE HEALTHCARE INDUSTRY

The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operations
of healthcare industry participants. During the past several years, the U.S.
healthcare industry has been subject to an increase in governmental regulation
and reform proposals. These reforms may increase governmental involvement in
healthcare, continue to reduce reimbursement rates and otherwise change the
operating environment for the Company's customers. Healthcare industry
participants may react to these proposals and the uncertainty surrounding such
proposals by curtailing or deferring investments, including those for the
Company's products and services. In addition, many healthcare providers are
consolidating to create larger healthcare delivery enterprises with greater
market power. Such consolidation could erode the Company's existing customer
base and reduce the size of the Company's target market. In addition, the
resulting enterprises could have greater bargaining power, which may lead to
price erosion. The failure of the Company to maintain adequate price levels or
sales, or the reduction in the size of the Company's target market, as a result
of legislative or market-driven reforms or industry consolidation could have a
material adverse effect on the Company's business, financial condition and
results of operations.

POSSIBLE ADVERSE EFFECTS OF GOVERNMENT REGULATION

The United States Food and Drug Administration (the "FDA") has issued a
draft guidance document addressing the regulation of certain computer products
and computer-assisted products as medical devices under the Federal Food, Drug,
and Cosmetic Act (the "FDC Act") and has recently indicated it may modify such
draft policy or create a new policy. The Company expects that the FDA is likely
to become increasingly active in regulating computer software intended for use
in the healthcare setting. If the FDA chooses to regulate any of the Company's
healthcare software systems as medical devices, it can impose extensive
requirements upon the Company, including the requirement that the Company seek
either FDA clearance of a premarket notification submission demonstrating that
the product is substantially equivalent to a device already legally marketed or
file for and obtain FDA approval of a premarket approval application
establishing the safety and effectiveness of the product. FDA regulations also
govern, among other things, the preclinical and clinical testing, manufacture,
distribution, labeling and promotion of medical devices. In addition, the
Company would be required to comply with the FDC Act's general controls,
including establishment

13
<PAGE> 17

registration, device listing, compliance with good manufacturing practices,
reporting of certain device malfunctions and adverse device events.
Noncompliance with applicable requirements can result in, among other things,
fines, injunctions, civil penalties, recalls or product corrections, total or
partial suspension of production, failure of the government to grant premarket
clearance or approval of products, withdrawal of clearances and approvals, and
criminal prosecution. There can be no assurance that any final FDA policy
governing computer products, once issued, or future laws and regulations
concerning the manufacture or marketing of medical devices or healthcare
information systems will not increase the cost and time to market of new or
existing products.

The confidentiality of patient records and the circumstances under which
such records may be released are subject to substantial regulation by state and
federal laws and regulations, which govern both the disclosure and use of
confidential patient medical record information. Regulations governing
electronic health data transmissions are evolving rapidly and are often unclear
and difficult to apply in the rapidly restructuring healthcare market. On August
22, 1996, President Clinton signed the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). This legislation requires the Secretary of
Health and Human Services (the "Secretary") to adopt national standards for
certain types of electronic health information transactions and the data
elements used in such transactions and to adopt standards to ensure the
integrity and confidentiality of health information. The Secretary was required
to issue these standards no later than February 21, 1998. The Secretary recently
issued proposed standards regarding two of the five sets of standards that are
ultimately expected. These proposed standards specify certain provider
identifiers and transactional code sets. Standards governing other identifiers,
as well as general data security standards, have not yet been proposed. The
proposed standards are open for comment until July 6, 1998 and final standards
are expected later this year. Final standards would become mandatory within 24
to 36 months thereafter. The Company believes that the proposed standards would
not materially affect the Company's business, if adopted as proposed. There can
be no assurance, however, that the standards will be adopted as proposed or that
the standards yet to be proposed, particularly those related to data security,
will not have a material adverse effect on the Company's business, financial
condition and results of operations.

The HIPAA legislation also required the Secretary to submit recommendations
to Congress for legislation concerning privacy and confidentiality of personal
health information. If Congress fails to enact such legislation by August 21,
1998, HIPAA requires the Secretary to promulgate such standards by regulation.
There can be no assurance that such laws or regulations will not materially
restrict the ability of the Company's customers to obtain or disseminate patient
information, which could adversely affect demand for the Company's products.
Legislation governing the dissemination of medical record information is
frequently proposed at both the federal and state levels. Such legislation, if
enacted, could require patient consent before even non-individually-identifiable
(e.g., coded or anonymous) patient information may be shared with third parties
and could also require that holders or users of such information implement
security measures. Any material restriction on the ability of healthcare
providers to obtain or disseminate patient information could adversely affect
the Company's business, financial condition and results of operations.

YEAR 2000 ISSUES

The Company believes that all of its internal management information
systems are currently Year 2000 compliant and, accordingly, does not anticipate
any significant expenditures to remediate or replace existing internal-use
systems. Although most of the Company's products are Year 2000 compliant, the
products acquired by the Company in the Emtek Acquisition are not Year 2000
compliant. The Company is currently developing and testing solutions for these
non-compliant products and currently estimates that all of these products will
be Year 2000 compliant by mid-1999 at an estimated aggregate cost of
approximately $2.6 million, including both remediation and testing costs. In
addition, because the Company's products are often interfaced with a customer's
existing third-party applications, the Company's products may experience
difficulties interfacing with third-party non-compliant applications. Based on
currently available information, the Company does not expect the cost of
compliance related to interactions with non-compliant third-party systems to be
material. However, any unexpected difficulties in achieving Year 2000 compliance
for the

14
<PAGE> 18

Emtek products or difficulties in interfacing with third-party products could
have a material adverse effect on the Company's business, financial condition
and results of operations.

As a result of apprehension in the marketplace over Year 2000 compliance
issues, businesses, including the Company's customers, may elect to defer
significant capital investments in information technology programs and software,
either because they decide to focus their capital budgets on the expenditures
necessary to bring their own existing systems into compliance or because they
wish to purchase only software with a proven ability to process data after 1999.
As a result, the Company may not achieve expected sales revenues and its
business, financial condition and results of operations could be materially
adversely affected.

LIMITED PROTECTION OF PROPRIETARY RIGHTS

The Company is dependent upon its proprietary information and technology.
The Company relies primarily on a combination of copyright, trademark and trade
secret laws and license agreements to establish and protect its rights in its
software products and other proprietary technology. The Company requires third-
party consultants and contractors to enter into nondisclosure agreements to
limit the use of, access to and distribution of its proprietary information. In
addition, the Company currently requires that, in order to receive options under
any of its stock plans, the recipient employee must enter into a nondisclosure
agreement. There can be no assurance that the Company's means of protecting its
proprietary rights will be adequate to prevent misappropriation. The laws of
some foreign countries may not protect the Company's proprietary rights as fully
or in the same manner as do the laws of the United States. Also, despite the
steps taken by the Company to protect its proprietary rights, it may be possible
for unauthorized third parties to copy aspects of the Company's products,
reverse engineer such products or otherwise obtain and use information that the
Company regards as proprietary. In certain limited instances, customers can
access source code versions of the Company's software, subject to contractual
limitations on the permitted use of such source code. Although the Company's
license agreements with such customers attempt to prevent misuse of the source
code, the possession of the Company's source code by third parties increases the
ease and likelihood of potential misappropriation of such software. Furthermore,
there can be no assurance that others will not independently develop
technologies similar or superior to the Company's technology or design around
the proprietary rights owned by the Company.

In addition, although the Company does not believe that its products
infringe the proprietary rights of third parties, there can be no assurance that
infringement or invalidity claims (or claims for indemnification resulting from
infringement claims) will not be asserted or prosecuted against the Company or
that any such assertions or prosecutions will not materially adversely affect
the Company's business, financial condition and results of operations.
Regardless of the validity of such claims, defending against such claims could
result in significant costs and diversion of Company resources, which could have
a material adverse effect on the Company's business, financial condition and
results of operations. In addition, the assertion of such infringement claims
could result in injunctions preventing the Company from distributing certain
products, which could have a material adverse effect on the Company's business,
financial condition and results of operations. If any claims or actions are
asserted against the Company, the Company may seek to obtain a license to such
intellectual property rights. There can be no assurance, however, that such a
license would be available on reasonable terms or at all.

PRODUCT ERRORS; POTENTIAL FOR PRODUCT LIABILITY; SECURITY ISSUES

Highly complex software products, such as those offered by the Company,
often contain undetected errors or failures when first introduced or as new
versions are released. Testing of the Company's products is particularly
challenging because it is difficult to simulate the wide variety of computing
environments in which the Company's customers may deploy these products. Despite
extensive testing, the Company from time to time has discovered defects or
errors in its products. Accordingly, there can be no assurance that such
defects, errors or difficulties will not cause delays in product introductions
and shipments, result in increased costs and diversion of development resources,
require design modifications or decrease market acceptance or customer
satisfaction with the Company's products. In addition, there can be no assurance
that, despite testing by the Company and by current and potential customers,
errors will not be found after commencement of

15
<PAGE> 19

commercial shipments, resulting in loss of or delay in market acceptance, which
could have a material adverse effect upon the Company's business, financial
condition and results of operations.

Certain of the Company's products provide applications that relate to
patient medical histories and treatment plans. Any failure of the Company's
products to provide accurate and timely information could result in liability
claims against the Company. Although the Company has not experienced any claims
to date, there can be no assurance that the Company will not be subject to such
claims in the future. The Company attempts to limit contractually its liability
for damages arising from negligent acts, errors, mistakes or omissions in
designing its products and rendering its services. Despite this precaution,
there can be no assurance that the limitations of liability set forth in its
contracts would be enforceable or would otherwise protect the Company from
liability for damages. The Company maintains general liability insurance
coverage, including coverage for errors or omissions. However, there can be no
assurance that such coverage will continue to be available on acceptable terms,
or will be available in sufficient amounts to cover one or more large claims, or
that the insurer will not disclaim coverage as to any future claim. The
successful assertion of one or more large claims against the Company that exceed
available insurance coverage or changes in the Company's insurance policies,
including premium increases or the imposition of large deductible or co-
insurance requirements, could have a material adverse effect on the Company's
business, financial condition and results of operations. Furthermore, litigation
with respect to liability claims, regardless of its outcome, could result in
substantial cost to the Company, divert management's attention from the
Company's operations and decrease market acceptance of the Company's products.
Any product liability claim or litigation against the Company could, therefore,
have a material adverse effect on the Company's business, financial condition
and results of operations.

The Company has included security features in its products that are
intended to protect the privacy and integrity of customer data. Despite the
existence of these security features, the Company's software products may be
vulnerable to break-ins and similar disruptive problems. Such computer break-ins
and other disruptions may jeopardize the security of information stored in and
transmitted through the computer systems of the Company's customers. Addressing
these evolving security issues may require significant expenditures of capital
and resources by the Company, which may have a material adverse effect on the
Company's business, financial condition and results of operations.

CONTROL BY DIRECTORS AND OFFICERS

Upon completion of the Offering, the Company's officers and directors, and
their affiliates, will beneficially own approximately 64.1% of the Company's
outstanding Common Stock (61.8% if the U.S. Underwriters' over-allotment option
is exercised in full). These stockholders, if acting together, would have the
ability to elect the Company's directors and to determine the outcome of
corporate actions requiring stockholder approval, irrespective of how other
stockholders of the Company may vote. This concentration of ownership may also
have the effect of delaying or preventing a change in control of the Company.
See "Management" and "Principal and Selling Stockholders."

BENEFITS OF THE OFFERING TO CERTAIN STOCKHOLDERS

The existing stockholders of the Company will benefit from the creation of
a public market for the Common Stock held by them after the closing of the
Offering. Upon the closing of the Offering, the existing stockholders will hold
shares of Common Stock (or Non-Voting Common Stock convertible into Common
Stock) having an aggregate value of $252.6 million, based on an assumed initial
public offering price of $17.00 per share. The existing stockholders paid an
average of $8.33 per share (including the deemed value of shares issued in
connection with the Partners License and the Acquisitions) for the shares of
Common Stock they will hold immediately following the Offering. In addition,
First Union Corporation ("First Union") and BT Investment Partners, Inc. ("BT"),
each a significant stockholder of the Company, will hold Warrants exercisable to
purchase an aggregate of 806,084 shares of Common Stock at a price of $.01 per
share. AIS, the Selling Stockholder, will receive net proceeds of $7.9 million
from the sale of the 500,000 shares of Common Stock offered by it hereby ($9.1
million assuming the U.S. Underwriters' over-allotment option is exercised in
full), based on an assumed initial public offering price of $17.00 per share. In
addition, approximately $57.7 million, or approximately 89.2% of the net
proceeds received by the Company in the Offering, will be

16
<PAGE> 20

paid to certain existing stockholders of the Company or their affiliates to
effect the Preferred Stock Redemption, to repay the SDK Notes and to repay all
amounts outstanding under the Revolver. As a result of the payments to these
stockholders, the amount of proceeds available to the Company for other purposes
will be reduced, and the benefits of the Offering will be shared with such
stockholders. AIS, First Union and BT will receive an aggregate of $37.6 million
in the Preferred Stock Redemption. In addition, an affiliate of First Union
Corporation is a lender under the Revolver. See "Use of Proceeds," "Certain
Transactions" and "Principal and Selling Stockholders."

NO PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will develop
or be sustained after this Offering or that the market price of the Common Stock
will not decline below the initial public offering price. The initial public
offering price will be determined by negotiations among the Company and the
Representatives of the Underwriters and may not be indicative of the market
price of the Common Stock after this Offering. The trading price of the Common
Stock is likely to be highly volatile and may be significantly affected by
factors such as actual or anticipated fluctuations in the Company's operating
results, announcements of technological innovations or acquisitions, new
products or new contracts by the Company or its competitors, developments with
respect to patents, copyrights or propriety rights, conditions and trends in the
software industry, general economic conditions and other factors. It is possible
that in some future quarter the Company's results of operations will be below
the expectations of public market analysts and investors. In addition, the
public equity markets have from time to time experienced significant price and
volume fluctuations that have particularly affected the market prices for the
stock of technology companies as a group but have been unrelated to the
performance of particular companies. These broad market fluctuations, as well as
shortfalls in sales or earnings as compared with securities analysts'
expectations, changes in such analysts' recommendations or projections and
general economic and market conditions, may materially and adversely affect the
market price of the Company's Common Stock. See "Underwriters."

DILUTION

Purchasers of shares of Common Stock in this Offering will suffer immediate
and substantial dilution of $16.71 per share in the pro forma net tangible book
value of the Common Stock from the initial public offering price. See
"Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of shares of Common Stock in the public market
following the Offering could adversely affect the market price of the Common
Stock. See "Shares Eligible for Future Sale" and "Underwriters."

DIVIDENDS

No cash dividends have been paid on the Common Stock to date and the
Company does not anticipate paying cash dividends in the foreseeable future. In
addition, there are certain restrictions on the Company's ability to declare and
pay dividends under the terms of the Company's credit facility and under
applicable state law. See "Dividend Policy" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

ANTITAKEOVER PROVISIONS

The Company's Third Restated Certificate of Incorporation and Amended and
Restated By-laws, which will be in effect immediately following the closing of
the Offering, contain certain provisions, including a staggered Board of
Directors, that could have the effect of making it more difficult for a third
party to acquire, or of discouraging a third party from attempting to acquire,
control of the Company. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of the Company's
Common Stock. In addition, certain provisions of Delaware corporate law
applicable to the Company could have the effect of delaying, deferring or
preventing a change in control of the Company. See "Description of Capital
Stock -- Delaware Law and Certain Charter and By-Law Provisions."

17
<PAGE> 21

THE COMPANY

Eclipsys is a healthcare information technology company delivering
solutions that enable healthcare providers to achieve improved clinical,
financial and administrative outcomes. The Company offers an integrated suite of
core products in four critical areas -- clinical management, access management,
patient financial management and enterprise data warehouse and analysis. These
products can be purchased in combination to provide an enterprise-wide solution
or individually to address specific needs. The Company's products have been
designed specifically to deliver a measurable impact on outcomes, enabling the
Company's customers to quantify clinical benefits and return on investment in a
precise and timely manner. The Company's products can be integrated with a
customer's existing information systems, which the Company believes reduces
overall cost of ownership and increases the attractiveness of its products.
Eclipsys also provides outsourcing, remote processing and networking services to
assist customers in meeting their healthcare information requirements. The
Company was formed in December 1995 and has grown primarily through its three
acquisitions, all completed since January 1997. These acquisitions, together
with internally generated growth, have resulted in total revenues of $126.5
million in 1997 on the pro forma basis described herein.

The Company was founded in December 1995 by Harvey J. Wilson, a co-founder
of SMS, to address an identified opportunity to commercialize integrated
healthcare information technology. In May 1996, the Company acquired the
Partners License to develop, commercialize, distribute and support certain
intellectual property relating to the BICS clinical information systems software
developed at Brigham. In consideration for this license, the Company issued
988,290 shares of Common Stock to Partners. See "Certain Transactions -- The
Partners License." Since acquiring the Partners License, Eclipsys has grown
primarily by acquiring companies or operations with industry-leading products to
complement its existing product offerings and broaden its product line. These
acquisitions are summarized below:

<TABLE>
<CAPTION>
TOTAL LAST-YEAR KEY PRODUCT
ACQUISITION DATE CONSIDERATION(1) REVENUES(2) CATEGORIES
- ----------- ---- ---------------- ----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Alltel January 1997 $201.5 $108.8 -- Clinical management
-- Enterprise data warehouse
SDK June 1997 16.5 6.8 -- Access management
-- Patient financial management
Emtek January 1998 11.7(3) 22.7 -- Clinical management
</TABLE>

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

(1) Reflects the total value of consideration paid by the Company, including
cash, stock, promissory notes and assumption of liabilities, as the case may
be and, in the case of Alltel, reflects certain purchase price adjustments.

(2) Reflects total revenues of the acquired operations for the last full fiscal
year prior to acquisition.

(3) Net of a $9.6 million receivable from Motorola.

Alltel. In January 1997, the Company acquired Alltel for a purchase price
consisting of $104.8 million in cash, 20,000 shares of Series C Redeemable
Preferred Stock (having a redemption value of $1,000 per share plus accumulated
dividends) and 2,077,497 shares of Series D Convertible Preferred Stock (each
convertible into one share of Common Stock). Alltel's main products were the TDS
7000, a mainframe-based clinical information program, and an enterprise data
warehouse product. Alltel enjoyed a significant customer base, consisting
primarily of large integrated healthcare delivery networks. Alltel had total
revenues of $108.8 million in its fiscal year ended December 31, 1996. In
October 1997, in connection with certain post-closing adjustments to the
purchase price for the Alltel Acquisition, AIS, the former parent corporation of
Alltel, returned 4,500 shares of Series C Redeemable Preferred Stock to the
Company for cancellation.

In March 1998, the Company and AIS renegotiated in two separate
transactions several matters relating to the Alltel Acquisition. In the AIS
Settlement, AIS returned to the Company 11,000 shares of Series C Redeemable
Preferred Stock in exchange for resolving certain open issues in connection with
the Alltel Acquisition, and AIS agreed that no dividends will accrue on the
remaining 4,500 shares of Series C Redeemable Preferred Stock held by AIS until
July 1, 1998. In the MSA Buyout, the Company paid AIS an aggregate of $14.0
million in exchange for terminating all of the rights and obligations of both
parties under the MSA. See "Certain Transactions -- The Alltel Acquisition and
Renegotiation." AIS is the Selling Stockholder in the Offering and a portion of
the net proceeds of the Offering will be used to redeem the

18
<PAGE> 22

remaining Redeemable Preferred Stock held by AIS. See "Use of Proceeds" and
"Principal and Selling Stockholders."

SDK. In June 1997, the Company acquired all of the stock of SDK for
approximately $2.2 million in cash, $7.6 million of SDK Notes, $3.5 million of
assumed liabilities and 499,997 shares of Common Stock valued at $3.2 million.
SDK's key products were a patient information software program and a patient
financial management program. SDK's customers were primarily integrated
healthcare delivery network facilities. SDK had total revenues of $6.8 million
in its fiscal year ended April 30, 1997.

Emtek. In January 1998, the Company acquired Emtek from Motorola for total
consideration of $11.7 million. The consideration included 1,000,000 shares of
Common Stock valued at $9.1 million and the assumption of $12.3 million of
liabilities, reduced by a $9.6 million receivable due from Motorola. Emtek was a
leader in supplying clinical information solutions to the critical care
environment and its key product was Continuum 2000, a point-of-care clinical
information system. Emtek had a strong customer base, consisting primarily of
academic medical centers and large hospitals. Emtek had total revenues of $22.7
million in its fiscal year ended December 31, 1997.

Simione Investment. In April 1998, the Company made a strategic minority
investment in Simione, purchasing approximately 4.9% of Simione's outstanding
common stock from certain stockholders of Simione for approximately $5.6
million. In connection with the Simione Investment, the Company received the
right to designate one member for election to Simione's board of directors and
an option to purchase up to an additional 4.9% of Simione's common stock in the
event Simione proposes to enter into specified change-of-control transactions
prior to October 1998. Concurrently with the Simione Investment, the Company and
Simione entered into a Remarketing Agreement pursuant to which the Company has
certain rights to distribute Simione software products. Simione is a provider of
home healthcare consulting solutions and information systems.

The Company was organized in Delaware in 1995 as Integrated Healthcare
Solutions, Inc. and changed its name to Eclipsys Corporation in 1997. The
Company's principal office is located at 777 East Atlantic Avenue, Suite 200,
Delray Beach, Florida 33483, and its telephone number is (561) 243-1440.

19
<PAGE> 23

USE OF PROCEEDS

The net proceeds to the Company from the sale of shares of Common Stock
offered by it are estimated to be $64.7 million after deducting the estimated
underwriting discounts and commissions and offering expenses payable by the
Company and assuming an initial public offering price of $17.00 per share. The
Company will not receive any of the net proceeds from the sale of shares by the
Selling Stockholder. See "Principal and Selling Stockholders."

The Company expects to use (i) approximately $37.6 million of the net
proceeds from the Offering to redeem the outstanding shares of the Company's
Redeemable Preferred Stock, of which $3.1 million is accrued dividends as of
March 31, 1998, and (ii) approximately $3.8 million to repay the principal
balance and accrued interest on the SDK Notes. The Company will also use a
portion of the net proceeds to repay all amounts outstanding under the Revolver.
As of May 31, 1998, the outstanding balance of the Revolver was $16.3 million,
which was borrowed in connection with the MSA Buyout and the Simione Investment.
As of May 31, 1998, the effective interest rate for the Revolver was 6.7%. The
Redeemable Preferred Stock accrues dividends at the rate of 8.5% annually and is
mandatorily redeemable upon the closing of the Offering. The SDK Notes bear
interest at the rate of 9.5% annually, payable quarterly. The aggregate
principal balance of the SDK Notes is $3.8 million and is due on April 1, 1999.
The SDK Notes are subordinated to the Revolver. The SDK Notes may be prepaid at
any time without penalty. AIS, the Selling Stockholder, holds 4,500 shares of
Series C Redeemable Preferred Stock and will receive $4.5 million from the
redemption of such shares at the closing of the Offering.

The remaining net proceeds will be used for working capital and other
general corporate purposes. In particular, the Company may seek acquisitions of
or investments in businesses, products and technologies that are complementary
to those of the Company. In the event the Company finds suitable businesses,
products or technologies, a portion of the net proceeds may also be used for
such acquisitions or investments. While the Company engages from time to time in
discussions with respect to potential acquisitions and investments, the Company
has no plans, commitments or agreements with respect to any such acquisitions
and investments and there can be no assurance that any acquisitions or
investments will be made.

Pending use of the remaining net proceeds as described above, the Company
intends to invest such proceeds in short-term, investment grade, marketable
securities.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently intends to retain earnings, if any, to support its
growth strategy and does not anticipate paying cash dividends in the foreseeable
future. In addition, there are certain restrictions on the Company's ability to
declare and pay dividends under the terms of the Company's credit facility and
under applicable state law. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and Note 7 of Notes to the Company's Consolidated Financial
Statements.

20
<PAGE> 24

CAPITALIZATION

The following table sets forth the cash and cash equivalents, current
portion of long-term debt and capitalization of the Company as of March 31, 1998
(i) on an actual basis and (ii) on a pro forma as adjusted basis giving effect
to the SDK Partial Repayment, the funding of the Simione Investment, the
Preferred Stock Conversion and the issuance and sale by the Company of 4,200,000
shares of Common Stock offered by it hereby at an assumed initial public
offering price of $17.00 per share and the application of the net proceeds to
the Company therefrom as described under "Use of Proceeds." The information set
forth in the table below is qualified by reference to the Company's Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
---------------------------
PRO FORMA
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS EXCEPT SHARE
DATA)
<S> <C> <C>
Cash and cash equivalents................................... $ 5,854 $ 10,574
========= =========
Current portion of long-term debt:
SDK Notes................................................. $ 3,794 $ --
========= =========
Long-term debt:
Revolver.................................................. $ 9,000 $ --
SDK Notes................................................. 3,794 --
--------- ---------
Total long-term debt................................ $ 12,794 $ --
========= =========
Series B 8.5% mandatorily redeemable preferred stock, $.01
par value, 30,000 shares
authorized, issued and outstanding (actual); no shares
authorized, issued or outstanding
(pro forma as adjusted)(1)(2)............................. 24,678 --
Series C 8.5% mandatorily redeemable preferred stock, $.01
par value, 25,000 shares authorized, 4,500 shares issued
and outstanding (actual); no shares authorized, issued or
outstanding (pro forma as adjusted)(1)(2)................. 4,500 --
Shareholders' equity (deficit)(1)(2):
Convertible Preferred Stock, $.01 par value; 10,650,000
shares authorized, 10,333,313 shares
issued and outstanding (actual); no shares authorized,
issued or outstanding (pro forma
as adjusted)............................................ 104 --
Undesignated preferred stock, $.01 par value, 1,100,000
shares authorized (actual); 5,000,000 shares authorized
(pro forma as adjusted); no shares issued and
outstanding (actual and pro forma as adjusted).......... -- --
Common Stock, $.01 par value; 50,000,000 shares authorized
(actual); 200,000,000 shares authorized (pro forma as
adjusted); 5,289,098 shares issued and outstanding
(actual); 18,625,980 shares issued and outstanding (pro
forma as adjusted)(3)................................... 53 186
Non-Voting Common Stock, $.01 par value; 3,000,000 shares
authorized (actual); 5,000,000 shares authorized (pro
forma as adjusted); no shares issued and outstanding
(actual); 896,431 shares issued and outstanding (pro
forma as adjusted)...................................... -- 9
Additional paid-in capital(4)............................. 131,406 187,632
Unearned compensation..................................... (232) (232)
Accumulated deficit....................................... (147,809) (147,809)
Accumulated other comprehensive income.................... 39 39
--------- ---------
Total shareholders' equity (deficit).................... (16,439) 39,825
--------- ---------
Total capitalization................................ $ 25,533 $ 39,825
========= =========
</TABLE>

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

(1) Gives effect to amendments to the Company's certificate of incorporation
approved by the Company's Board of Directors on April 8, 1998 to increase
the number of shares of Common Stock, Non-Voting Common Stock and
undesignated Preferred Stock authorized and eliminate the authorized shares
of Convertible Preferred Stock and Redeemable Preferred Stock concurrent
with the closing of this Offering.

(2) See Note 5 of Notes to the Company's Consolidated Financial Statements.

(3) Excludes (i) an aggregate of 4,333,333 shares of Common Stock reserved for
issuance under the Company's 1996 Stock Plan, 1998 Incentive Stock Plan and
1998 Employee Stock Purchase Plan, of which 2,115,039 shares were subject to
outstanding options as of March 31, 1998 at a weighted average exercise
price of $5.57 per share, and (ii) an aggregate of 806,084 shares of Common
Stock issuable upon exercise of the Warrants (assuming a closing date for
this Offering no later than July 31, 1998). See "Management -- Stock Plans"
and "Description of Capital Stock -- Warrants".

(4) Included in the adjustments to pro forma as adjusted additional paid-in
capital is a charge of approximately $8.4 million to reflect the difference
between the redemption price of Redeemable Preferred Stock and its carrying
amount. This charge will be recorded as a direct charge to additional
paid-in capital in the period the redemption occurs. Additionally, the
charge will result in an increase in net loss available to common
shareholders in the statement of operations.

21
<PAGE> 25

DILUTION

The pro forma net tangible book deficit of the Company as of March 31, 1998
was $(59.0) million, or $(3.85) per share of Common Stock. Pro forma net
tangible book deficit per share is determined by dividing the Company's tangible
net worth (tangible assets less liabilities including Redeemable Preferred
Stock) by the number of shares of Common Stock outstanding, after giving effect
to the SDK Partial Repayment, the Simione Investment and the Preferred Stock
Conversion. After giving effect to the sale of the 4,200,000 shares of Common
Stock offered by the Company hereby at an assumed initial public offering price
of $17.00 per share and the application of the net proceeds therefrom as
described under "Use of Proceeds," the pro forma net tangible book value of the
Company as of March 31, 1998 would have been $.29 per share. This represents an
immediate increase in such pro forma net tangible book value of $4.14 per share
to existing stockholders and an immediate dilution of $16.71 per share to new
investors purchasing shares in this Offering. If the initial public offering
price is higher or lower, the dilution to the new investors will be greater or
less, respectively. The following table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share......... $17.00
Pro forma net tangible book deficit per share before
the Offering....................................... $(3.85)
Increase per share attributable to new investors...... 4.14
Pro forma net tangible book value per share after the
Offering.............................................. .29
------
Dilution per share to new investors..................... $16.71
======
</TABLE>

The following table summarizes, as of March 31, 1998, on a pro forma basis
after giving effect to the Preferred Stock Conversion and the Preferred Stock
Redemption, the total number of shares of Common Stock purchased from the
Company, the total consideration paid (including the deemed value of shares
issued in connection with the Partners License and the Acquisitions) and the
average consideration paid per share by the existing stockholders and by the new
investors based (for new investors) upon an assumed initial public offering
price of $17.00 per share:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
--------------------- ---------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)....... 15,322,411 78.5% $127,904,000 64.2% $ 8.35
New investors.................. 4,200,000 21.5 71,400,000 35.8 $17.00
----------- ----- ------------ -----
Total................ 19,522,411 100.0% $199,304,000 100.0%
=========== ===== ============ =====
</TABLE>

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

(1) Sales by the Selling Stockholder in this Offering will reduce the number of
shares held by existing stockholders to 14,822,411, or approximately 75.9%
of the total number of shares of Common Stock outstanding after this
Offering (or 14,747,411 shares and approximately 73.2% if the U.S.
Underwriters' over-allotment option is exercised in full), and will increase
the number of shares held by new investors to 4,700,000, or approximately
24.1% of the total number of shares of Common Stock outstanding after this
Offering (or 5,405,000 shares and approximately 26.8% if the U.S.
Underwriters' over-allotment option is exercised in full).

The foregoing tables assume no exercise of stock options or warrants
subsequent to March 31, 1998 or of the U.S. Underwriters' over-allotment option.
From April 1, 1998 through June 1, 1998, options were exercised to purchase an
aggregate of 38,826 shares of Common Stock, resulting in shares outstanding at
June 1, 1998 of 19,561,237 (after giving effect to the Offering). As of March
31, 1998, there were (i) options outstanding to purchase an aggregate of
2,115,039 shares of Common Stock at a weighted average exercise price of $5.57
per share and (ii) Warrants to purchase an aggregate of 806,084 shares of Common
Stock at a price of $.01 per share. To the extent these options or Warrants are
exercised, there will be additional dilution to new investors.

22
<PAGE> 26

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information of the Company is based on
the historical audited financial statements of the Company for the year ended
December 31, 1997 and the unaudited financial statements of the Company for the
three months ended March 31, 1998.

The unaudited pro forma financial information of the Company for the year
ended December 31, 1997 and the three months ended March 31, 1998 includes
adjustments to give effect to (i) the Alltel Acquisition, (ii) the SDK
Acquisition, (iii) the Emtek Acquisition, (iv) the AIS Settlement, (v) the MSA
Buyout, (vi) the 1998 Preferred Stock Issuance, (vii) the use of the proceeds
from the 1998 Preferred Stock Issuance to repay $9.0 million under the Term
Loan, (viii) the SDK Partial Repayment, (ix) the January 1998 scheduled $2.0
million payment to AIS under the MSA and (x) borrowings under the Revolver to
fund the MSA Buyout and the Simione Investment. The unaudited pro forma as
adjusted financial information includes adjustments to give effect to the
Preferred Stock Conversion and the sale by the Company of the 4,200,000 shares
of Common Stock offered by it hereby at an assumed public offering price of
$17.00 per share and the application of the net proceeds therefrom as described
under "Use of Proceeds."

Alltel was acquired effective January 24, 1997 for an aggregate purchase
price of $201.5 million, including liabilities assumed of $58.4 million and
after giving effect to the cancellation of 4,500 shares of Series C Redeemable
Preferred Stock held by Alltel related to an October 1997 settlement of certain
matters related to the acquisition. Consideration paid consisted of $104.8
million in cash, 15,500 shares of Series C Redeemable Preferred Stock valued at
approximately $10.3 million, 2,077,497 shares of Series D Convertible Preferred
Stock valued at approximately $26.1 million, deferred payments due under the MSA
over four years valued at $9.5 million and transaction costs of approximately
$2.0 million.

SDK was acquired effective June 26, 1997 for an aggregate purchase price of
$16.5 million, including 499,997 shares of Common Stock valued at approximately
$3.2 million, $2.2 million in cash, the SDK Notes aggregating $7.6 million and
assumed liabilities of approximately $3.5 million.

Emtek was acquired effective January 30, 1998 for an aggregate purchase
price of approximately $11.7 million, including 1,000,000 shares of Common Stock
valued at $9.1 million and liabilities assumed of approximately $12.3 million.
In addition, Motorola agreed to pay the Company $9.6 million in cash for working
capital purposes.

The pro forma adjustments are based upon available information and certain
assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma financial information should be read in conjunction with
the historical financial statements of the Company, Alltel and SDK and the
respective notes thereto, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the other financial information
included herein. The unaudited pro forma financial information is provided for
information purposes only and does not purport to be indicative of the results
which would have been obtained had the Offering and the other adjustments been
completed on the dates indicated or which may be expected to occur in the
future.

23
<PAGE> 27

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
HISTORICAL ACQUISITION
------------------------------------------ AND OTHER OFFERING PRO FORMA
COMPANY ALLTEL(1) SDK(2) EMTEK(3) ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
--------- --------- ------- -------- ----------- --------- ----------- -----------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and services...... $ 89,722 $ 6,064 $3,037 $14,274 $113,097 $113,097
Hardware.................. 4,355 122 486 8,464 13,427 13,427
--------- ------- ------ -------- -------- -------
Total revenues........ 94,077 6,186 3,523 22,738 126,524 126,524
--------- ------- ------ -------- -------- -------
Costs and expenses:
Cost of systems and
services revenues....... 75,334 4,277 2,193 11,459 $ (18)(4) 93,245 93,245
Cost of hardware
revenues................ 2,953 104 340 7,394 10,791 10,791
Marketing and sales....... 13,662 660 336 6,235 20,893 20,893
Research and
development............. 15,714 794 -- 12,804 29,312 29,312
General and
administrative.......... 5,672 621 992 6,671 13,956 13,956
Depreciation and
amortization............ 9,134 568 -- 904 650(4) 11,256 11,256
Write-off of in-process
research and
development(5).......... 105,688 -- -- -- (105,688) -- --
--------- ------- ------ -------- -------- -------
Total costs and
expenses............ 228,157 7,024 3,861 45,467 179,453 179,453
--------- ------- ------ -------- -------- -------
Loss from operations........ (134,080) (838) (338) (22,729) (52,929) (52,929)
Interest expense (income),
net....................... 1,154 379 (19) -- 54(6) 1,568 $(2,112)(7) (544)
--------- ------- ------ -------- -------- -------
Loss before income tax
provision................. (135,234) (1,217) (319) (22,729) (54,497) (52,385)
Income tax benefit.......... -- 437 -- -- (437)(8) -- --
--------- ------- ------ -------- -------- -------
Net loss(9)................. (135,234) (780) (319) (22,729) (54,497) (52,385)
Dividends and accretion on
Mandatorily Redeemable
Preferred Stock........... (5,850) -- -- -- 1,089(10) (4,761) 4,761(11) --
Preferred stock
conversion(12)............ (3,105) -- -- -- (3,105) (3,105)
--------- ------- ------ -------- -------- -------
Net loss available to common
shareholders.............. $(144,189) $ (780) $ (319) $(22,729) $(62,363) $(55,490)
========= ======= ====== ======== ======== =======
Basic and diluted net loss
per common share.......... $ (40.91) $ (13.06) $ (2.97)
Weighted average common
shares outstanding........ 3,524,313 4,774,312 18,686,435
</TABLE>

- ---------------
(1) Represents the historical results of operations of Alltel for the period
from January 1, 1997 through January 23, 1997.
(2) Represents the historical results of operations of SDK from January 1, 1997
through June 26, 1997.
(3) Represents the historical results of operations of Emtek from January 1,
1997 through December 31, 1997.
(4) Represents adjustments for amortization expense related to the Acquisitions
and the Alltel Renegotiation as if they had occurred January 1, 1997 as
follows:

<TABLE>
<CAPTION>
ALLTEL SDK EMTEK TOTAL
------- ----- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Amortization of capitalized software reflected in the
historical accounts prior to the Acquisitions............. $ (377) $(197) $(1,794) $(2,368)
Acquired technology......................................... 1,604 321 425 2,350
------- ----- ------- -------
$ 1,227 $ 124 $(1,369) $ (18)
======= ===== ======= =======
Ongoing customer relationships.............................. $ 128 $ -- $ -- $ 128
Goodwill.................................................... 66 456 -- 522
------- ----- ------- -------
$ 194 $ 456 $ -- $ 650
======= ===== ======= =======
</TABLE>

The Acquisitions were accounted for using the purchase method of accounting
and accordingly the net assets acquired have been recorded at estimated
fair value on the date of acquisition and the historical statement of
operations data of the Company reflect the

24
<PAGE> 28

results of operations from these businesses from the date acquired. In
connection with the Acquisitions, the Company acquired intangible assets as
follows:

<TABLE>
<CAPTION>
VALUE FIRST YEAR AMORTIZATION
------------------------- -------------------------
ALLTEL SDK EMTEK ALLTEL SDK EMTEK
------- ------ ------ -------- ----- ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Acquired technology............................. $38,500 $3,205 $2,125 $19,250 $641 $425
MSA............................................. 9,543 -- -- 2,386 -- --
------- ------ ------ ------- ---- ----
$48,043 $3,205 $2,125 $21,636 $641 $425
======= ====== ====== ======= ==== ====
Ongoing customer relationships.................. $ 7,700 $ -- $ -- $ 1,540 $ -- $ --
Goodwill........................................ 9,456 4,553 -- 788 911 --
------- ------ ------ ------- ---- ----
$17,156 $4,553 $ -- $ 2,328 $911 $ --
======= ====== ====== ======= ==== ====
</TABLE>

The acquired technology costs are being amortized annually over three to
five years either on a straight line basis or, if greater, based on the
ratio that current revenues bear to total anticipated revenues attributable
to the applicable product. Ongoing customer relationships are being
amortized over five years. Goodwill is being amortized over five to twelve
years.

(5) In connection with the Alltel and SDK Acquisitions, the Company wrote off
in-process research and development of $98.7 million and $7.0 million,
respectively, related to the appraised values of certain in-process
research and development acquired in these acquisitions.

(6) Includes adjustments to net interest expense to give effect to the
following (in thousands):

<TABLE>
<S> <C>
Interest income foregone on $2.2 million cash paid for SDK
Acquisition for the period from January 1, 1997 through
June 25, 1997............................................. $ 94
Additional interest expense on $20.6 million of borrowings
under the Revolver to fund the MSA Buyout, SDK Partial
Repayment and Simione Investment as if they had occurred
as of January 1, 1997..................................... 1,752
Additional interest expense on the SDK Notes as if they had
been issued as of January 1, 1997......................... 360
Reduction of interest expense on $3.8 million of SDK Notes
as if the SDK Partial Repayment had occurred as of January
1, 1997................................................... (360)
Reduction of interest expense as a result of the elimination
of the accretion of the discount recorded in connection
with the MSA as if the MSA Buyout had occurred as of
January 1, 1997........................................... (563)
Reduction of interest expense from the cancellation of
payables to AIS as if the Alltel Acquisition had occurred
as of January 1, 1997 (interest calculated on an average
payables balance of $56.8 million at an annual interest
rate of 8%)............................................... (379)
Reduction of interest expense on the Term Loan as if the
1998 Preferred Stock Issuance had occurred as of January
1, 1997................................................... (850)
-----
Total............................................... $ 54
=====
</TABLE>

(7) Represents adjustments to net interest to give effect to the application of
a portion of the net proceeds of the Offering as follows:

<TABLE>
<S> <C>
Repayment of the pro forma balance of the Revolver as if it
had occurred as of January 1, 1997........................ $(1,752)
Repayment of the pro forma balance of the SDK Notes as if it
had occurred as of January 1, 1997........................ (360)
-------
Total............................................... $(2,112)
=======
</TABLE>

(8) Represents an adjustment to reduce the income tax benefit related to Alltel
for the period from January 1, 1997 through January 23, 1997 as if the
Alltel Acquisition had occurred on January 1, 1997.

(9) The Company has not recorded any benefit for income taxes as management
believes at December 31, 1997 it is more likely than not that the Company's
net deferred tax assets will not be realized. Accordingly, the Company has
recorded a valuation allowance against its total net deferred tax assets.

(10) Represents the reduction of $1.1 million in the dividends and accretion on
Series C Redeemable Preferred Stock held by AIS after giving effect to the
Alltel Renegotiation.

(11) Represents the reduction of $4.7 million in the dividends and accretion on
the Redeemable Preferred Stock with a face value of $34.5 million as if the
proceeds of the Offering were utilized to redeem 34,500 shares of the
Redeemable Preferred Stock on January 1, 1997.

(12) Represents a charge related to the January 1997 conversion of Series A
Convertible Preferred Stock to Series F Convertible Preferred Stock.

25
<PAGE> 29

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1998

<TABLE>
<CAPTION>
HISTORICAL ACQUISITION
-------------------- AND OTHER OFFERING PRO FORMA
COMPANY EMTEK(1) ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
--------- -------- ----------- --------- ----------- -----------
(IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Systems and services.......... $ 27,005 $ 705 2$7,710 2$7,710
Hardware...................... 2,290 275 2,565 2,565
-------- ------- ------ -----
Total revenues........... 29,295 980 30,275 30,275
-------- ------- ------ -----
Costs and expenses:
Cost of systems and services
revenues.................... 16,493 744 $ (77)(2) 17,160 17,160
Cost of hardware revenues..... 1,977 245 2,222 2,222
Marketing and sales........... 4,211 580 4,791 4,791
Research and development...... 6,112 738 6,850 6,850
General and administrative.... 1,616 276 1,892 1,892
Depreciation and
amortization................ 2,512 87 2,599 2,599
Write-off of MSA(3)........... 7,193 -- (7,193) -- --
-------- ------- ------ -----
Total costs and
expenses............... 40,114 2,670 35,514 35,514
-------- ------- ------ -----
Loss from operations.............. (10,819) (1,690) (5,239) (5,239)
Interest expense (income), net.... 285 -- 106(4) 391 $ (485)(5) (94)
-------- ------- ------ -----
Net loss(6)....................... (11,104) (1,690) (5,630) (5,145)
Dividends and accretion on
mandatorily
redeemable preferred stock...... (1,335) -- 181(7) (1,154) 1,154(8) --
-------- ------- ------ -----
Net loss available to common
shareholders.................... $(12,439) $(1,690) ($6,784) ($5,145)
======== ======= ====== =====
Basic and diluted net loss per
common share.................... $ (2.72) $(1.38) $(.28)
Weighted average common shares
outstanding..................... 4,573,455 4,906,788 18,363,756
</TABLE>

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

(1) Represents the historical results of operations of Emtek for the period from
January 1, 1998 through January 30, 1998.
(2) Represents adjustments for amortization expense related to the Emtek
Acquisition as if it had occurred January 1, 1997 as follows (in thousands):

<TABLE>
<S> <C>
Amortization of capitalized software development costs
reflected in the historical accounts prior to the Emtek
Acquisition............................................... $(145)
Acquired technology......................................... 68
-----
Total............................................... $ (77)
=====
</TABLE>

(3) In connection with the MSA Buyout, the Company recorded a charge of $7.2
million in 1998. See "Certain Transactions -- The Alltel Acquisition and
Renegotiation" and Note 13 of Notes to the Company's Consolidated Financial
Statements.

(4) Includes adjustments to net interest expense to give effect to the
following (in thousands):

<TABLE>
<S> <C>
Additional interest expense on $18.6 million of borrowings
under the Revolver to fund the MSA Buyout, SDK Partial
Repayment and Simione Investment as if they had occurred
as of January 1, 1997..................................... $ 395
Reduction of interest expense on $3.8 million of SDK Notes
as if the SDK Partial Repayment had occurred as of January
1, 1997................................................... (90)
Reduction of interest expense as a result of the elimination
of the accretion of the discount recorded in connection
with the MSA as if the MSA Buyout had occurred as of
January 1, 1997........................................... (129)
Reduction of interest expense on the Term Loan as if the
1998 Preferred Stock Issuance had occurred as of January
1, 1997................................................... (70)
-----
Total............................................... $ 106
=====
</TABLE>

26
<PAGE> 30

(5) Represents adjustments to net interest expense to give effect to the
application of a portion of the net proceeds of the Offering as follows:

<TABLE>
<S> <C>
Repayment of the pro forma balance of the Revolver as if it
had occurred as of January 1, 1997........................ $(395)
Repayment of the pro forma balance of the SDK Notes as if it
had occurred as of January 1, 1997........................ (90)
-----
Total............................................... $(485)
=====
</TABLE>

(6) The Company has not recorded any benefit for income taxes as management
believes, based on the evidence available at December 31, 1997 and March
31, 1998, it is more likely than not that the Company's net deferred tax
assets will not be realized. Accordingly, the Company has recorded a
valuation allowance against its total net deferred tax assets.
(7) Represents the reduction of $181,000 in the dividends and accretion on
Series C Redeemable Preferred Stock held by AIS after giving effect to the
Alltel Renegotiation as if it had occurred on January 1, 1997.

(8) Represents the reduction of $1.2 million in the dividends and accretion on
the Redeemable Preferred Stock with a face value of $34.5 million as if the
proceeds of the Offering were utilized to redeem 34,500 shares of the
Redeemable Preferred Stock on January 1, 1997.

27
<PAGE> 31

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and notes thereto
included elsewhere in this Prospectus. The statement of operations data for the
years ended December 31, 1996 and 1997 and the balance sheet data at December
31, 1996 and 1997, under the heading "Company" set forth below, are derived
from, and are qualified by reference to, the Company's audited consolidated
financial statements, which appear elsewhere in this Prospectus. Statement of
operations data for the years ended December 31, 1995 and 1996 and the balance
sheet data at December 31, 1995 and 1996, under the heading "Predecessor" are
derived from, and are qualified by reference to, the Alltel audited financial
statements, which appear elsewhere in this Prospectus. The financial data for
the year ended and at December 31, 1994 are derived from audited financial
statements of Alltel not included in this Prospectus. The financial data for the
year ended and at December 31, 1993 are derived from unaudited financial
statements of Alltel not included in this Prospectus. The statement of
operations data for the three months ended March 31, 1997 and 1998 and the
balance sheet at March 31, 1998 are derived from, and are qualified by reference
to, the Company's unaudited consolidated financial statements, which appear
elsewhere in this Prospectus and, in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial data for such periods. The results of operations
for the three months ended March 31, 1998 are not necessarily indicative of the
results to be expected for the full year or for any future period.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------------------- ---------------------
PREDECESSOR COMPANY
--------------------------------------- -------------------------------------------------
1993 1994 1995 1996 1996 1997(1) 1997(1) 1998(1)
------- ------- -------- -------- ---------- --------- --------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Total revenues.............. $74,136 $80,204 $100,114 $108,800 $ -- $ 94,077 $ 17,645 $ 29,295
------- ------- -------- -------- ---------- --------- --------- ---------
Costs and expenses:
Cost of revenues.......... 44,209 48,692 61,335 71,483 -- 78,287 17,048 18,470
Marketing and sales....... 13,082 12,541 11,128 11,091 770 13,662 3,128 4,211
Research and development... 10,596 10,186 8,522 10,271 222 15,714 4,698 6,112
General and administrative. 7,215 7,898 8,168 7,101 603 5,672 784 1,616
Depreciation and
amortization............ 3,032 3,788 6,735 8,135 32 9,134 2,183 2,512
Write-off of in-process
research and
development(2).......... -- -- -- -- -- 105,688 98,700 --
Write-off of MSA(3)....... -- -- -- -- -- -- -- 7,193
------- ------- -------- -------- ---------- --------- --------- ---------
Total costs and
expenses.............. 78,134 83,105 95,888 108,081 1,627 228,157 126,541 40,114
------- ------- -------- -------- ---------- --------- --------- ---------
Income (loss) from operations... (3,998) (2,901) 4,226 719 (1,627) (134,080) (108,896) (10,819)
Interest expense (income),
net....................... 983 1,324 2,733 3,758 (156) 1,154 111 285
------- ------- -------- -------- ---------- --------- --------- ---------
Income (loss) before income
taxes..................... (4,981) (4,225) 1,493 (3,039) (1,471) (135,234) (109,007) (11,104)
Income tax benefit
(provision)(4)............ -- 1,373 (887) 843 -- -- -- --
------- ------- -------- -------- ---------- --------- --------- ---------
Net income (loss)........... (4,981) (2,852) 606 (2,196) (1,471) (135,234) (109,007) (11,104)
Dividends and accretion on
mandatorily Redeemable
Preferred Stock........... -- -- -- -- -- (5,850) (1,020) (1,335)
Preferred stock conversion(5)... -- -- -- -- -- (3,105) (3,105) --
------- ------- -------- -------- ---------- --------- --------- ---------
Net income (loss) available
to common shareholders.... $(4,981) $(2,852) $ 606 $ (2,196) $ (1,471) $(144,189) $(113,132) $ (12,439)
======= ======= ======== ======== ========== ========= ========= =========
Basic and diluted net loss
per common share(6)....... $ (.49) $ (40.91) $ (34.75) $ (2.72)
Weighted average common
shares outstanding(6)..... 3,022,660 3,524,313 3,256,053 4,573,455
OTHER DATA:
EBITDA(7)................... $ 905 $ (4,406) $ 2,865
Net cash provided by
operating activities...... 1,068 857 10,193
Net cash used by investing
activities................ (113,670) (107,401) (18,542)
Net cash provided by
financing activities...... 112,771 113,764 9,406
</TABLE>

28
<PAGE> 32

<TABLE>
<CAPTION>
AS OF
AS OF DECEMBER 31, MARCH 31,
------------------------------------------------------------- ---------
PREDECESSOR COMPANY
----------------------------------------- -----------------------------
1993 1994 1995 1996 1996 1997 1998
-------- -------- -------- -------- ------ -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................. $ 2,808 $ 1,672 $ 2,599 $ 2,022 $4,589 $ 4,786 $ 5,854
Working capital (deficit).................. (4,756) (8,561) (3,923) (9,558) 3,956 (31,504) (19,559)
Total assets............................... 56,411 70,338 88,381 100,443 5,740 102,591 106,426
Debt, including current portion............ 1,983 810 260 86 -- 16,588 16,588
Mandatorily Redeemable Preferred Stock..... -- -- -- -- -- 35,607 29,178
Shareholders' equity (deficit)............. (29,310) (23,633) (23,011) (25,387) 4,801 (22,495) (16,439)
</TABLE>

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

(1) The Alltel and SDK Acquisitions were accounted for using the purchase method
of accounting and accordingly the statement of operations data of the
Company for 1997 and 1998 reflect the results of operations from these
businesses from the respective acquisition dates.
(2) In connection with the Alltel and SDK Acquisitions, the Company wrote off
in-process research and development of $98.7 million and $7.0 million,
respectively, reflecting the appraised values of certain in-process research
and development acquired in these acquisitions in 1997. See Note 6 of Notes
to the Company's Consolidated Financial Statements

(4) The Company has not recorded any benefit for income taxes because management
believes, based on the evidence available at December 31, 1997 and March 31,
1998, it is more likely than not that the Company's net deferred tax assets
will not be realized. Accordingly, the Company has recorded a valuation
allowance against its total net deferred tax assets.
(5) Represents the charge related to the January 1997 issuance of Series F
Convertible Preferred Stock in exchange for the cancellation of Series A
Convertible Preferred Stock.
(6) See Note 2 of Notes to the Company's Consolidated Financial Statements.
(7) Represents earnings before interest expense, income tax expense,
depreciation and amortization and nonrecurring charges. EBITDA is not a
measurement in accordance with GAAP and should not be considered an
alternative to, or more meaningful than, income from operations, net income
or cash flows as defined by GAAP or as a measure of the Company's
profitability or liquidity. All registrants do not calculate EBITDA in the
same manner and accordingly, EBITDA may not be comparable with other
registrants. The Company has included information concerning EBITDA herein
because management believes EBITDA provides useful information.

29
<PAGE> 33

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company was formed in December 1995, but had no significant operations
until 1997. As a result, the following discussion as it relates to 1995 and 1996
reflects the operations of the Company's predecessor, Alltel, a company acquired
by Eclipsys in January 1997. The discussion as it relates to 1997 reflects the
operations of the Company for 1997, which included only 11 months of Alltel
operations. In addition to the Alltel Acquisition, the Company completed the SDK
Acquisition in June 1997 and the Emtek Acquisition in January 1998. As a result,
the following discussion regarding period to period comparisons may not be
indicative of future results.

OVERVIEW

Founded in 1995, the Company has grown to its current position primarily
through a series of strategic acquisitions completed since January 1997. In May
1996, the Company entered into the Partners License for the development,
commercialization, distribution and support of certain intellectual property
relating to the BICS clinical information systems software developed by
Partners. In connection with this license, the Company issued to Partners
988,290 shares of Common Stock.

In January 1997, the Company purchased Alltel from AIS for a total purchase
price of $201.5 million, after giving effect to certain purchase price
adjustments. The Alltel Acquisition was paid for with cash, the issuance of
Series C Redeemable Preferred Stock and Series D Convertible Preferred Stock and
the assumption of certain liabilities. The acquisition was accounted for as a
purchase, and the Company recorded total intangible assets of $154.4 million,
consisting of $98.7 million of acquired in-process research and development,
$38.5 million of acquired technology, $7.7 million to reflect the value of
ongoing customer relationships and $9.5 million of goodwill. The Company wrote
off the acquired in-process research and development as of the date of the
acquisition, and is amortizing the acquired technology over three years on an
accelerated basis. The value of the ongoing customer relationships and the
goodwill are being amortized over five years and twelve years, respectively.

In June 1997, the Company acquired SDK for a total purchase price of $16.5
million. The SDK Acquisition was paid for with cash as well as the issuance of
the SDK Notes and Common Stock. The acquisition was accounted for as a purchase,
and the Company recorded total intangible assets of $14.8 million, consisting of
$7.0 million of acquired in-process research and development, $3.2 million of
acquired technology and $4.6 million of goodwill. The Company wrote off the
acquired in-process research and development as of the date of the acquisition,
and is amortizing both the acquired technology and the goodwill over five years.

In January 1998, the Company acquired Emtek from Motorola for a total
purchase price of $11.7 million, net of a $9.6 million receivable from Motorola.
The Emtek Acquisition was paid for with the issuance of Common Stock and the
assumption of certain liabilities. The acquisition was accounted for as a
purchase, and the Company recorded total intangible assets of $4.1 million,
consisting of acquired technology which is being amortized over five years.

The write-off of acquired in-process research and development of $98.7
million and $7.0 million associated with the Alltel Acquisition and the SDK
Acquisition, respectively, together with the amortization of acquisition-related
intangible assets of $23.0 million, accounted for $128.7 million of the
Company's $135.2 million net loss in 1997.

30
<PAGE> 34

REVENUES

Revenues are derived from sales of systems and services, which include the
licensing of software, software and hardware maintenance, remote processing,
outsourcing, implementation, training and consulting, and from the sale of
computer hardware. The Company's products and services are generally sold to
customers pursuant to contracts which range in duration from five to seven
years.

For contracts in which the Company is required to make significant
production, modification or customization changes, revenues from systems and
services are recognized using the percentage-of-completion method over the
implementation period of the contracts. Other systems and services revenues are
generally recognized on a straight-line basis over the term of licensing and
maintenance agreements. Remote processing and outsourcing services are marketed
under long-term agreements and revenues are recognized monthly as the work is
performed. Revenues related to other support services, such as training,
consulting, and implementation, are recognized when the services are performed.
Revenues from the sale of hardware are recognized upon shipment of the product
to the customer.

The Company's revenues can vary from quarter to quarter due to a number of
factors. See "Risk Factors -- Potential Fluctuations in Quarterly Performance."

COST OF REVENUES

The principal costs of systems and services revenues are salaries, benefits
and related overhead costs for implementation, remote processing, outsourcing
and field operations personnel. As the Company implements its growth strategy,
it is expected that additional operating personnel will be required, which would
lead to an increase in cost of revenues on an absolute basis. Other significant
costs of systems and services revenues are the amortization of acquired
technology and capitalized software development costs. Acquired technology is
amortized over three to five years based upon the estimated economic life of the
underlying asset, and capitalized software development costs are amortized over
three years on a straight-line basis commencing upon general release of the
related product. The Company recorded amortization expenses related to acquired
technology from the Alltel and SDK Acquisitions of $18.0 million in 1997, and
expects to record additional acquired technology amortization from the
Acquisitions of approximately $13.2 million, $9.1 million and $1.7 million in
1998, 1999 and 2000, respectively. No capitalized software development costs
were amortized in 1997.

Cost of revenues related to hardware sales include only the Company's cost
to acquire the hardware from the manufacturer.

MARKETING AND SALES

Marketing and sales expenses consist primarily of salaries, benefits,
commissions and related overhead costs. Other costs include expenditures for
marketing programs, public relations, trade shows, advertising and related
communications. As the Company continues to implement its growth strategy,
marketing and sales expenses are expected to continue to increase on an absolute
basis.

RESEARCH AND DEVELOPMENT

Research and development expenses consist primarily of salaries, benefits
and related overhead associated with the design, development and testing of new
products by the Company. The Company capitalizes internal software development
costs subsequent to attaining technological feasibility. Such costs are
amortized as an element of cost of revenues annually over three to five years
either on a straight line basis or, if greater, based on the ratio that current
revenues bear to total anticipated revenues for the applicable product. The
Company expects to continue to increase research and development spending on an
absolute basis as it migrates its products to the SOLA architecture.

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GENERAL AND ADMINISTRATIVE

General and administrative expenses consist primarily of salaries, benefits
and related overhead costs for administration, executive, finance, legal, human
resources, purchasing and internal systems personnel, as well as accounting and
legal fees and expenses. As the Company implements its business plan, general
and administrative expenses are expected to continue to increase on an absolute
basis.

DEPRECIATION AND AMORTIZATION

The Company depreciates the costs of its tangible capital assets on a
straight-line basis over the estimated economic life of the asset, which is
generally not longer than five years. Acquisition-related intangible assets,
which include the value of ongoing customer relationships and goodwill, are
amortized based upon the estimated economic life of the asset at the time of the
acquisition, and will therefore vary among acquisitions. The Company recorded
amortization expenses for acquisition-related intangible assets of $5.1 million
in 1997.

TAXES

As of December 31, 1997, the Company had operating loss carryforwards for
federal income tax purposes of $13.8 million. The carryforwards expire in
varying amounts through 2012 and are subject to certain restrictions. Based on
evidence then available, the Company did not record any benefit for income taxes
at December 31, 1997, because management believed that the Company would not
realize its net deferred tax assets. Accordingly, the Company has recorded a
valuation allowance against its total net deferred tax assets.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31,
1997

Total revenues increased by $11.7 million, or 66.0%, from $17.6 million for
the first three months of 1997 to $29.3 million for the first three months of
1998. This increase was caused primarily by the inclusion in 1998 of three full
months of the operations of Alltel, as compared to only two months in 1997, as
well as a $1.7 million increase in hardware revenues. Also contributing to the
increase was the inclusion in 1998 of three months of operations of SDK and two
months of operations of Emtek, which were not included in the results of
operations in the first three months of 1997. Adding Alltel results for the 23
days from January 1, 1997 to the closing of the Alltel Acquisition, total
revenues for the first three months of 1997 would have been $23.8 million.

Total cost of revenues increased by $1.5 million, or 8.3%, from $17.0
million, or 96.6% of total revenues, in the first three months of 1997 to $18.5
million, or 63.0% of total revenues, in the first three months of 1998. The
increase in cost was due primarily to the increase in business activity, offset
in part by a reduction in certain expenses related to integrating the
Acquisitions. The reduction in total cost of revenues as a percentage of total
revenues was due to the relatively small increase in costs compared to the
increase in revenues. Adding Alltel results for the period prior to the Alltel
Acquisition, cost of revenues for the first three months of 1997 would have been
$21.4 million.

Marketing and sales expenses increased by $1.1 million, or 34.6%, from $3.1
million, or 17.7% of total revenues, in the first three months of 1997 to $4.2
million, or 14.4% of total revenues, in the first three months of 1998. The
increase was due primarily to the addition of marketing and direct sales
personnel following the Acquisitions and the regional realignment of the
Company's sales operations. Adding Alltel results for the period prior to the
Alltel Acquisition, marketing and sales expenses would have been $3.8 million in
the first three months of 1997.

Total expenditures for research and development, including both capitalized
and non-capitalized portions, increased by $2.3 million, or 49.2%, from $4.7
million, or 26.6% of total revenues, in the first three months of 1997 to $7.0
million, or 23.9% of total revenues, in the first three months of 1998. The
increase was due primarily to the inclusion in 1998 of three full months of the
operations of Alltel and SDK as well as two months of Emtek operations. No
research and development expenditures were capitalized in the first three months
of 1997 and $896,000 were capitalized in the first three months of 1998. The
capitalization of software

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development costs in 1998 was due primarily to product development activities
related to technology acquired in the Alltel and SDK Acquisitions. As a result
of this activity, research and development expense increased $1.4 million, or
30.1%, from $4.7 million in the first three months of 1997 to $6.1 million in
the first three months of 1998. Adding Alltel results for the period prior to
the Alltel Acquisition, research and development expenses would have been $5.5
million in the first three months of 1997.

General and administrative expenses increased by $832,000, or 106.1%, from
$784,000, or 4.4% of total revenues, in the first three months of 1997 to $1.6
million, or 5.5% of total revenues, in the first three months of 1998. The
increase was due primarily to the addition of administrative and finance
personnel following the Acquisitions. Adding Alltel results for the period prior
to the Alltel Acquisition, general and administrative expense would have been
$1.4 million in the first three months of 1997.

Depreciation and amortization expense increased by $329,000, or 15.1%, from
$2.2 million, or 12.4% of total revenues, in the first three months of 1997 to
$2.5 million, or 8.6% of total revenues, in the first three months of 1998. The
increase was due primarily to the amortization of ongoing customer relationships
and goodwill related to the Alltel and SDK Acquisitions. Partially offsetting
this increase was a reduction in goodwill amortization as a result of the Alltel
Renegotiation. Adding Alltel results for the period prior to the Alltel
Acquisition, depreciation and amortization expense would have been $2.8 million
in the first three months of 1997.

The Company recorded a $7.2 million charge in the first three months of
1998 related to the MSA Buyout. In the first three months of 1997, the Company
recorded a charge of $98.7 million related to the write-off of in-process
research and development attributable to the Alltel Acquisition.

As a result of the foregoing, net loss decreased from $109.0 million in the
first three months of 1997 to $11.1 million in the first three months of 1998.

1997 COMPARED TO 1996

In the period-to-period comparison below, the 1997 results reflect the
operations of Eclipsys and the 1996 results reflect the operations of its
predecessor, Alltel.

Following the Alltel and SDK Acquisitions in 1997, the Company's efforts
and resources were focused on integrating the acquisitions into the Company's
operations. Particular emphasis was placed on retaining customers and
integrating the acquired products into the Company's systems and services
offerings in order to position the Company for future business opportunities.
These efforts included refocusing the Company's research and development
operations, realigning the sales departments and reducing general and
administrative overhead. As a result, the Company did not actively seek to
exploit new business opportunities during 1997. The Company believes that the
investment of time and resources in improving the internal structure of the
Company and the integration of its acquisitions have positioned the Company to
capitalize on business opportunities in the future.

Total revenues decreased by $14.7 million, or 13.5%, from $108.8 million in
1996 to $94.1 million in 1997. This decrease was caused primarily by the
inclusion in 1997 of only eleven full months of the operations of Alltel, as
well as a reduction in revenues from hardware sales of $5.2 million, offset in
part by the inclusion of $3.5 million in revenues attributable to SDK. In
addition, in accounting for the Alltel Acquisition, the Company reduced deferred
revenue by $7.3 million to reflect the estimated fair value of certain
contractual obligations. This accounting adjustment had the effect of reducing
revenues by $4.5 million in 1997 compared to 1996 revenues. The Company does not
expect the deferred revenue adjustment to materially impact future periods.
Adding Alltel results for the 23 days from January 1, 1997 to the closing of the
Alltel Acquisition, 1997 total revenues would have been $100.3 million.

Total cost of revenues increased by $6.8 million, or 9.5%, from $71.5
million, or 65.7% of total revenues, in 1996 to $78.3 million, or 83.2% of total
revenues, in 1997. The increase was due primarily to a $18.0 million increase in
amortization of acquired technology and $2.2 million of amortization of the
value of the MSA. This increase was offset, in part, by a $7.2 million decrease
in amortization of capitalized software costs, as no software costs were
amortized in 1997. Further offsetting the increase were the timing of the Alltel
Acquisition

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and the reduction in hardware sales. Adding Alltel results for the period prior
to the Alltel Acquisition, total cost of revenues in 1997 would have been $82.7
million.

Marketing and sales expenses increased by $2.6 million, or 23.2%, from
$11.1 million, or 10.2% of total revenues, in 1996 to $13.7 million, or 14.5% of
total revenues, in 1997. The increase was due primarily to the addition of
marketing and direct sales personnel as part of the Company's investment in its
marketing and sales operations following the Alltel and SDK Acquisitions. This
increase was offset in part by the timing of the Alltel Acquisition. Adding
Alltel results for the period prior to the Alltel Acquisition, 1997 marketing
and sales expenses would have been $14.3 million.

Total expenditures for research and development, including both capitalized
and non-capitalized portions, decreased by $5.1 million, or 22.9%, from $22.4
million, or 20.6% of total revenues in 1996 to $17.3 million, or 18.4% of total
revenues, in 1997. These amounts exclude amortization of previously capitalized
expenditures, which are recorded as cost of revenues. The decrease was due
primarily to the refocusing of the Company's research and development
organization, and, to a lesser extent, the timing of the Alltel Acquisition. The
portion of research and development expenditures that were capitalized decreased
by $10.6 million, from $12.2 million in 1996 to $1.6 million in 1997. The
reduction in capitalized software development costs was due primarily to the
Company's emphasis on enhancing existing technology acquired in the Alltel and
SDK Acquisitions, the costs of which were expensed as incurred. As a result of
this emphasis, research and development expense increased $5.4 million, or
53.0%, from $10.3 million in 1996 to $15.7 million in 1997. Adding Alltel
results for the period prior to the Alltel Acquisition, 1997 research and
development expenses would have been $16.5 million.

General and administrative expenses decreased by $1.4 million, or 20.1%,
from $7.1 million, or 6.5% of total revenues, in 1996 to $5.7 million, or 6.0%
of total revenues, in 1997. The decrease was due primarily to the timing of the
Alltel Acquisition, as well as savings generated by the rationalization of the
Company's administrative, financial and legal organizations. Adding Alltel
results for the period prior to the Alltel Acquisition, 1997 general and
administrative expense would have been $6.3 million.

Depreciation and amortization expense increased by $1.0 million, or 12.3%,
from $8.1 million, or 7.5% of total revenues, in 1996 to $9.1 million, or 9.7%
of total revenues, in 1997. The increase was due primarily to the amortization
of the value of ongoing customer relationships and goodwill related to the
Alltel and SDK Acquisitions. Adding Alltel results for the period prior to the
Alltel Acquisition, 1997 depreciation and amortization expense would have been
$9.7 million.

Write-offs of acquired in-process research and development of $105.7
million were recorded in 1997, of which $98.7 million was attributable to the
Alltel Acquisition and $7.0 million was attributable to the SDK Acquisition.
There were no write-offs recorded in 1996.

As a result of the foregoing factors, net loss increased from $2.2 million
in 1996 to $135.2 million in 1997.

1996 COMPARED TO 1995

The period-to-period comparison below reflects the operations of Eclipsys'
predecessor, Alltel, for 1996 and 1995.

Total revenues increased by $8.7 million, or 8.7%, from $100.1 million in
1995 to $108.8 million in 1996. This increase was caused primarily by increases
in revenues related to outsourcing contracts.

Total cost of revenues increased by $10.2 million, or 16.5%, from $61.3
million, or 61.3% of total revenues, in 1995 to $71.5 million, or 65.7% of total
revenues, in 1996. The increase was due primarily to increases in staff related
to outsourcing contracts.

Marketing and sales expenses remained constant at $11.1 million in both
periods, representing 11.1% of total revenues in 1995 and 10.2% of total
revenues in 1996.

Total expenditures for research and development, including both capitalized
and non-capitalized portions, increased by $1.0 million, or 4.7%, from $21.4
million, or 21.4% of total revenues, in 1995 to $22.4 million, or

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<PAGE> 38

20.6% of total revenues, in 1996. These amounts exclude amortization of
previously capitalized expenditures, which are recorded as cost of revenues. The
increase was due primarily to wage increases for research and development
personnel. The portion of research and development expenditures that were
capitalized decreased by $735,000, from $12.9 million in 1995 to $12.2 million
in 1996.

General and administrative expenses decreased by $1.1 million, or 13.1%,
from $8.2 million, or 8.2% of total revenues, in 1995 to $7.1 million, or 6.5%
of total revenues, in 1996. The decrease was due primarily to a $1.0 million
decrease in legal fees.

Depreciation and amortization expenses increased by $1.4 million, or 20.8%,
from $6.7 million, or 6.7% of total revenues, in 1995 to $8.1 million, or 7.5%
of total revenues, in 1996. The increase was due primarily to depreciation of
computer equipment acquired for research and development purposes.

As a result of the foregoing factors, net income was $606,000 in 1995 and
net loss was $2.2 million in 1996.

LIQUIDITY AND CAPITAL RESOURCES

For purposes of the following discussion, cash flow data for 1997 and the
first three months of 1998 relate to the Company and cash flow data for 1995 and
1996 relate to Alltel.

The Company was formed in December 1995 and has grown primarily through a
series of acquisitions completed since January 1997. The Company's principal
sources of liquidity have been equity capital contributions, borrowings from
commercial lenders and cash provided by operating activities. The funds
generated by these sources have been applied primarily to acquisitions and
research and development activities.

Cash provided by operating activities totaled $857,000 and $10.2 million in
the three months ended March 31, 1997 and 1998, respectively. The increase in
cash provided by operating activities was the result of increased business
activity and the reduction in certain expenses related to integrating the
Acquisitions. Cash provided by financing activities totaled $113.8 million and
$9.4 million in the three months ended March 31, 1997 and 1998, respectively.
The 1997 period included the issuance of $103.8 million of Preferred Stock in
connection with the Alltel Acquisition. Cash used by investing activities
totaled $107.4 million and $18.5 million in the three months ended March 31,
1997 and 1998, respectively. The 1997 period included $104.8 million applied to
the Alltel Acquisition. As of March 31, 1998, the Company had $5.9 million of
cash and cash equivalents.

Cash provided by operating activities totaled $15.9 million, $15.9 million
and $1.1 million in 1995, 1996 and 1997, respectively. The decrease in cash
provided by operating activities from 1996 to 1997 was primarily the result of a
greater portion of research and development being expensed as incurred, rather
than being capitalized. Cash provided by financing activities totaled $5.5
million, $11.9 million and $112.8 million in 1995, 1996 and 1997, respectively.
The increase from 1996 to 1997 was primarily the result of $103.8 million of
proceeds from the issuance of Preferred Stock concurrently with the Alltel
Acquisition. Cash used by investing activities totaled $20.5 million, $28.2
million and $113.7 million in 1995, 1996 and 1997, respectively. The increase in
cash used by investing activities from 1996 to 1997 was the result of $109.0
million applied to the Alltel and SDK Acquisitions, offset in part by a $10.6
million reduction in capitalization of software development costs.

The Company invested $7.7 million, $9.2 million and $3.1 million in
computer equipment, leasehold improvements and other capital assets in 1995,
1996 and 1997, respectively. The Company also incurred $21.4 million, $22.4
million and $17.3 million in research and development costs in 1995, 1996 and
1997. The Company expects to invest approximately $6 million and $55 million in
capital expenses and research and development, respectively, through the end of
1999.

In January 1997, the Company entered into a $30 million credit facility,
consisting of a $10 million Term Loan and a $20 million Revolver. The Term Loan
and the Revolver are secured by substantially all of the Company's assets, and
bear interest at a variable rate. See Note 7 of Notes to the Company's
Consolidated

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Financial Statements. In January 1998, the Term Loan was repaid with the
proceeds of the 1998 Preferred Stock Issuance. In March 1998, pursuant to the
MSA Buyout, the Company paid AIS $14.0 million. Of this payment, $9.0 million
was funded through borrowings under the Revolver. As at May 31, 1998, the
effective interest rate for the Revolver was 6.7% and the amount available for
borrowing thereunder was $33.7 million. In April 1998, the Company borrowed an
additional $5.6 million under the Revolver to fund the Simione Investment. The
Company will repay all amounts outstanding under the Revolver using a portion of
the proceeds from the Offering. In May 1998, the Revolver was amended to
increase the borrowing limit to $50.0 million, under substantially similar terms
and conditions as contained in the original credit facility.

The Company also had an outstanding balance of $7.6 million on the SDK
Notes at March 31, 1998. The SDK Notes, which bear interest at 9.5%, are payable
to the former shareholders of SDK who were issued the SDK Notes as partial
payment for the SDK Acquisition. On April 1, 1998, the Company made a scheduled
principal payment of $3.8 million on the SDK Notes, and the Company will repay
the remaining $3.8 million principal balance, which is due on April 1, 1999,
with a portion of the proceeds from this Offering.

In March 1998, pursuant to the Alltel Renegotiation, AIS returned to the
Company 11,000 shares of Redeemable Preferred Stock for cancellation in January
1998. As part of this transaction, AIS agreed that no dividends will accrue on
the remaining 4,500 shares of Redeemable Preferred Stock held by it until July
1, 1998. As of March 31, 1998, the Company had Redeemable Preferred Stock with a
face value of $34.5 million and an accreted value of $29.2 million, including
accrued dividends of $3.1 million. The Company will redeem the full $34.5
million face value of the outstanding Redeemable Preferred Stock and all accrued
dividends with a portion of the proceeds from the Offering. A charge to
additional paid-in capital will be recorded in the period in which the
redemption occurs equal to the difference between the redemption price of the
Redeemable Preferred Stock and its carrying amount ($8.4 million at March 31,
1998). In addition, this charge will result in an increase in net loss available
to common stockholders in the statement of operations for the period.

In connection with the Alltel and SDK Acquisitions, the Company wrote off
in-process research and development totaling $98.7 million and $7.0 million,
respectively. These amounts were expensed as non-recurring charges on the
respective acquisition dates. These write-offs were necessary as the acquired
technology had not yet reached technological feasibility, and had no future
alternative uses. The Company is using the acquired in-process research and
development to create new clinical, patient financial, access management and
data warehousing products which will become part of the Sunrise product suite
over the next several years. The Company anticipates that certain products will
be generally released during 1998, with additional product releases in
subsequent periods through 1999. It is anticipated that total costs to develop
these products will exceed $30 million during 1998 and 1999. It is management's
expectation that the acquired in-process research and development will be
successfully developed, however there can be no assurance that commercial
viability of these products will be achieved. In the event that these products
are not generally released in a timely manner, the Company may experience
fluctuations in future earnings as a result of such delays.

The primary purchased in-process technology acquired in the Alltel
Acquisition was the client-server based core application modules of the TDS 7000
product. These included order management, health information management,
physician applications, nursing applications, pharmacy, laboratory, radiology
and ancillary support. Additionally, the in-process software included a
comprehensive multi- and interdisciplinary patient care management product as
well as a monitored care application. The value of the purchased in-process
technology was determined by estimating the projected net cash flows from such
products when they become viable and are successfully marketed and discounting
these net cash flows back to their present value.

The purchased in-process technology acquired in the SDK Acquisition
comprised four projects -- three major enterprise wide modules in the areas of
physician billing, home health care billing and long-term care billing, a
graphical user interface, a corporate master patient index and a standard query
language module.

The nature of the efforts to develop the purchased in-process technology
into commercially viable products principally relate to the completion of all
planning, designing, prototyping, verification and testing activities that are
necessary to establish that the product can be produced to meet its design
specifications

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including functions, features and technical performance requirements. The
estimated costs to be incurred to develop the purchased in-process technology
acquired in the Alltel Acquisition into commercially viable products are
approximately $15 million per year for each year from 1997 to 2001. The
estimated costs to develop the in-process technology acquired in the SDK
Acquisition are approximately $1.7 million in the aggregate through the year
2000--$500,000 in 1998, $600,000 in 1999 and $600,000 in 2000.

The value of the purchased in-process technology was determined by
estimating the projected net cash flows from such products when they become
viable and are successfully marketed and discounting these net cash flows back
to their present value. The resulting projected net cash flows from such
projects are based on management's estimates of revenues and operating profits
related to such projects. Both of these estimates are based on the following
assumptions:

The estimated revenue projection assumes rapid growth associated with
newly developed and released products as they become generally available
and a leveling off as new products enter the market. These projections
are based on management's estimates of market size and growth, the time
to transform existing customers to the new client-server environment,
expected trends in technology and the nature and expected timing of new
product introductions by the Company and its competitors.

The estimated operating profit projection assumes a higher growth rate
than revenues as a result of the relatively fixed nature of research and
development costs after general release of the product. The estimated
operating costs and expenses associated with these revenues as a
percentage of revenues are expected to be consistent with the leveling
off of revenues.

The discount rates used in discounting the net cash flows from purchased
in-process technology were 21% for the Alltel Acquisition and 20% for the SDK
Acquisition. These discount rates consider the inherent uncertainties in the
estimates described above including the uncertainty surrounding the successful
development of the purchased in-process technology, the useful life of such
technology, the profitability levels of such technology and the uncertainty of
technological advances that are unknown at this time.

If these projects are not successfully completed, the sales and
profitability of the Company may be adversely affected in future periods.
Additionally, the value of other intangible assets may become impaired. The
Company has began to benefit from the purchased in-process technology.

The Company believes that the proceeds of this Offering, together with its
existing cash balances, funds generated by operations and borrowings available
under the Revolver, as it may be amended, will be sufficient to finance the
Company's operations for at least the next twelve months. However, to the extent
acquisitions are completed or anticipated capital and operating requirements
change, the Company may be required to raise additional financing. There can be
no assurance that, if needed, such financing would be available, or would be
available on terms satisfactory to the Company.

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YEAR 2000 ISSUES

The Company believes that all of its internal management information
systems are currently Year 2000 compliant and, accordingly, does not anticipate
any significant expenditures to remediate or replace existing internal-use
systems. Although most of the Company's products are Year 2000 compliant, the
products acquired by the Company in the Emtek Acquisition are not Year 2000
compliant. The Company is currently developing and testing solutions for its
non-compliant products and currently estimates that all of these products will
be Year 2000 compliant by mid-1999 at an estimated aggregate cost of
approximately $2.6 million, including both remediation and testing costs. In
addition, because the Company's products are often interfaced with a customer's
existing third-party applications, the Company's products may experience
difficulties interfacing with third-party non-compliant applications. Based on
currently available information, the Company does not expect the cost of
compliance related to interactions with non-compliant third-party systems to be
material. However, any unexpected difficulties in achieving Year 2000 compliance
for the Emtek products or difficulties in interfacing with third-party products
could have a material adverse effect on the Company's business, financial
condition and results of operations.

BACKLOG

Backlog consists of revenues the Company expects to recognize over the
following twelve months under existing contracts. The revenues to be recognized
may relate to a combination of one-time fees for software licensing and
implementation, hardware sales and installations and professional services, or
annual or monthly fees for licenses, maintenance, and outsourcing or remote
processing services. As of December 31, 1997, the Company had a backlog of
approximately $108 million. See "Risk Factors -- Potential Fluctuations in
Quarterly Performance."

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued FAS 130,
"Reporting for Comprehensive Income" and FAS 131, "Disclosure about Segments of
an Enterprise and Related Information." In October 1997, the American Institute
of Certified Public Accountants issued Statement of Position 97-2, "Software
Revenue Recognition." All three statements are effective for fiscal years
beginning after December 15, 1997, and are not expected to have a material
impact on the Company's results of operations or financial condition. Effective
January 1, 1998, the Company adopted Statement of Position 97-2 and implemented
FAS 130.

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BUSINESS

OVERVIEW

Eclipsys is a healthcare information technology company delivering
solutions that enable healthcare providers to achieve improved clinical,
financial and administrative outcomes. The Company offers an integrated suite of
healthcare products in four critical areas -- clinical management, access
management, patient financial management and enterprise data warehouse and
analysis. These products can be purchased in combination to provide an
enterprise-wide solution or individually to address specific needs. The
Company's products have been designed specifically to deliver a measurable
impact on outcomes, enabling the Company's customers to quantify clinical
benefits and return on investment in a precise and timely manner. The Company's
products can be integrated with a customer's existing information systems, which
the Company believes reduces overall cost of ownership and increases the
attractiveness of its products. Eclipsys also provides outsourcing, remote
processing and networking services to assist customers in meeting their
healthcare information technology requirements. The Company was formed in
December 1995 and has grown primarily through its three acquisitions, all
completed since January 1997. These acquisitions, together with internally
generated growth, have resulted in revenues of $126.5 million in 1997 on the pro
forma basis described herein.

COMPETITIVE STRENGTHS

- Comprehensive Product Offering. Through both acquisitions and internal
development, the Company has assembled a comprehensive suite of products
that perform core functions in the four areas Eclipsys believes are most
critical to its customers -- clinical management, access management,
patient financial management and enterprise data warehouse and analysis.
The Company's individual products can be integrated to provide a
comprehensive healthcare information technology solution. The Company's
product strategy has been to acquire or develop industry-leading products
in each core category and then integrate them to provide a comprehensive
healthcare information technology solution.

- Physician-Oriented Products. The Company's clinical products are
designed to reflect and support the way physicians work, and include
features such as alerts, reminders, just-in-time clinical decision
support, sub-second response times, an intuitive graphical user
interface, continuous event monitoring and a customizable rules and
protocol engine. This focus on physicians is important because the
Company believes that they are key decision makers in the trend toward
the use of healthcare information technology solutions to improve work
processes and outcomes across the continuum of healthcare delivery.

- Leading Technology. The Company has recently announced the development
of, and has commenced migrating its products to, its new SOLA
architecture. SOLA is a browser-enabled, multi-tiered, database-neutral
architecture that supports multiple platforms and can be used across a
broad range of computing environments from client-server systems to
legacy mainframes. SOLA is designed to facilitate the integration of the
Company's products with its customers' existing systems, as well as with
future products developed or acquired by the Company.

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- Strategic Relationships. One of the Company's important strategic
relationships is with Partners, including two of its hospital
subsidiaries, Brigham and MGH. This relationship provides intensive
physician-driven research and development for new and existing products,
testing and development support. In addition, Brigham and MGH, academic
medical centers affiliated with Harvard Medical School, provide potential
forums for training future users and customers. The Company also has
relationships with other academic medical centers, which also provide
testing and development support.

- Proven Management Team with Successful Track Record. The Company's
senior management team averages over 22 years in the healthcare and
information technology industries and includes four former chief
executive officers. Harvey J. Wilson, Chairman of the Board, President
and Chief Executive Officer of the Company, was a co-founder of SMS. The
Company believes that the range and depth of its senior management team
position it to address the evolving requirements of its customers and to
manage the growth required to meet its strategic goals. Upon completion
of the Offering, the senior management team will beneficially own 16.9%
of the outstanding Common Stock. See "Principal and Selling
Stockholders."

- Well-positioned Customer Base. Eclipsys' customers include large
hospitals, integrated healthcare delivery networks and academic medical
centers. The Company believes that these entities are generally the first
to adopt new technology and are the drivers of industry consolidation.
Management believes that the Company's commitment to quality, innovation,
rapid product implementation and ongoing customer support has enabled it
to build and maintain strong and stable customer relationships and
positions it to capitalize on the opportunities for growth within its
existing customer base. At December 31, 1997, the Company had a backlog
of approximately $108 million. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Backlog."

INDUSTRY

In recent years, the healthcare industry has undergone, and is continuing
to undergo, radical and rapid change. The increasing cost of providing
healthcare has led the government sector, followed by the private sector, to
develop new payment mechanisms that encourage healthcare providers to contain
costs. This has caused the provider reimbursement environment to move away from
the indemnity model, characterized by fee-for-service arrangements and
traditional indemnity insurance, toward the managed-care model, in which
providers are aligned within networks and healthcare delivery must follow
plan-established rules to qualify for reimbursement. As a result, the emphasis
of healthcare providers has shifted from providing care regardless of cost to
providing high-quality care in the most cost-effective manner possible. Many
providers are realizing that the traditional method of cost
containment -- cutting expenses -- is not by itself enough to maintain their
competitiveness in the face of these pressures. Management believes that
providers must also improve the processes by which healthcare is provided,
including improving the quality of care, the efficiency with which it is
delivered and patient satisfaction. In particular, healthcare providers are
focusing on avoiding costly adverse clinical events.

The pressures to achieve successful clinical outcomes more efficiently
while managing costs more effectively has led to significant industry
consolidation, as healthcare providers seek to offer and control the full
continuum of healthcare. The result has been the development of large integrated
healthcare delivery networks. These are comprehensive vertical networks of
healthcare providers, typically organized around an anchor hospital, and include
physicians, outpatient facilities, laboratories, radiology facilities, home
healthcare providers and long-term and rehabilitative facilities. As these
networks grow larger and more dispersed, the challenge of effectively managing
and delivering information throughout the enterprise also increases.

Traditional healthcare information systems are limited in their ability to
support restructuring of healthcare delivery processes or the evolving
requirements of integrated healthcare delivery networks. Such systems have
generally been financially oriented, focusing primarily on the ability to
capture charges and generate bills. Many information technology vendors have
attempted to apply their existing financially oriented systems to meet the
demand for clinical solutions. However, because these systems were not

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originally developed to address clinical requirements, they often lack the basic
structure and functionality to support better overall management of costs, care
quality, outcome measurement and patient satisfaction across the healthcare
delivery continuum. Moreover, because these vendors historically developed and
marketed such systems primarily to financial managers, physicians, who influence
a significant portion of variable healthcare costs, were often excluded from the
design of healthcare information systems and from the system selection process.
In addition, traditional systems were typically designed to operate in a single
facility, which has made them less effective in today's widely dispersed
integrated healthcare delivery networks.

The growth of the managed care environment and the rise of integrated
healthcare delivery networks has created an opportunity for new healthcare
information technology products and services. Healthcare providers are
increasingly demanding integrated solutions that offer all of the core functions
required to manage the entire healthcare delivery process. These core functions
include clinical management, access management and patient financial management
functions. In addition, large and widely spread healthcare delivery networks
require data warehouse and analysis tools that permit them to effectively
extract and analyze data located throughout the enterprise, both to measure
clinical results and return on investment and to support process improvement.
These solutions must also allow providers to preserve their investment in
existing legacy applications and technologies, which often are significant and
vary from facility to facility. Finally, physician utilization is necessary for
a healthcare information technology solution to improve clinical outcomes. The
Company believes that physician utilization will increase as information
technology solutions provide greater functionality, including alerts, reminders,
sub-second response times, just-in-time clinical decision support, an intuitive
graphical user interface and the ability to log on to the system remotely.

Historically, the healthcare industry has invested relatively less in
technology compared to certain other industries. The Company believes that
healthcare providers are realizing that a relatively small investment in
healthcare information technology can significantly reduce variable costs. As a
result of industry trends, healthcare providers are making significant
investments in healthcare information technology solutions that capitalize on
evolving information management technologies. Industry analysts estimate that
healthcare organizations spent approximately $17 billion in 1997 for information
technology solutions, and anticipate that such expenditures will increase to
approximately $28 billion annually by 2002.

STRATEGY

- responsive to physicians' needs for alerts, reminders, sub-second
response times, continuous event monitoring and practice-specific
clinical information, rules, and protocols which provide just-in-
time clinical decision support;

- outcomes-oriented, so customers can easily determine clinical
benefits and return on investment; and

- user-friendly through an intuitive graphical user interface.

The Company believes that its healthcare information technology solutions
facilitate the clinical and business decision process, enabling its customers to
improve their overall work processes, clinical outcomes and return on
investment.

Further Penetrate Existing Customer Base. The Company believes there is a
significant opportunity to sell its integrated healthcare technology solutions
to its existing customers. The Company has at least one of its products
installed or being installed at over 350 facilities. Of these customers, only a
few currently have an

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enterprise-wide healthcare information system. The Company believes that it is
well-positioned to capitalize on the growth opportunity within its existing
customer base as a result of several factors:

- its broad, integrated product suite;

- the ability of its products to work with a customer's existing
information systems;

- the ability to document clinical benefits and return on investment;

- management's industry experience and relationships;

- alignment of its pricing and payment schedule with the value received
by its customers; and

- its ongoing customer support and service programs.

Employ a Targeted Marketing Approach. The Company's target market
primarily includes large hospitals, integrated healthcare delivery networks and
academic medical centers. The Company believes that these entities are the first
to adopt new technology and are the drivers of industry consolidation. As the
size and complexity of these customers grow, their need for integrated
information technology solutions increases. The Company has identified potential
new customers, including those who are currently relying on legacy systems that
lack the functions and features such customers require, and is targeting
decision makers within these entities. In particular, the Company believes that
physicians are becoming increasingly involved in the information technology
selection process as recent technological developments and the impact of managed
care have increased the utility of information systems to physicians. The
Company believes that its clinically oriented, physician-designed products
provide it with an advantage as it competes for business. The Company also
leverages the extensive industry experience of its senior management and sales
force, as well as its strategic relationships with leading institutions such as
Brigham and MGH, to pursue this opportunity.

Continue to Enhance and Develop New Solutions. The Company intends to
continue upgrading existing products and developing new solutions to meet the
evolving healthcare information needs of its customers. For example, the Company
is currently focusing on migrating its products to its new SOLA architecture,
which is designed to facilitate the integration of new and existing applications
as they are developed or acquired by the Company with legacy systems of its
customers. The Company has a team of more than 300 internal research,
development and technical support professionals dedicated to developing,
enhancing, supporting and commercializing new and enhanced healthcare
information technology products. The Company also has an exclusive right of
first offer to commercialize new information technologies developed in
connection with Partners. In addition, the Company's relationship with Partners
allows it to test new and existing products in a potential forum that provides
feedback from medical and administrative users, which the Company believes gives
it a competitive advantage in developing new products.

Pursue Selected Acquisitions and Investments. The Company intends to
continue pursuing selected acquisitions and investments that will enhance its
product line, customer base, technological capabilities and management team.
Historically, the Company has experienced significant growth through
acquisitions, and intends to continue to target acquisitions and investments
that will help it achieve its overall strategic goals. The Company also believes
that such transactions will provide it with the opportunity to leverage its
existing sales, marketing and development teams and offer the potential to
achieve operating synergies across the organization.

PRODUCTS

The Company's products perform the core information technology functions
required by integrated healthcare delivery networks and other healthcare
providers across the entire continuum of healthcare. These functions include (i)
clinical management, (ii) access management, (iii) patient financial management
and (iv) enterprise data warehouse and analysis.

- Clinical Management products assist the physician and other clinicians
in making clinical decisions throughout the care process. These
systems give physicians and other clinicians immediate access to
complete and up-to-date patient records at all stages, enable
physicians to

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enter on-line orders for specialized services, such as radiology or
laboratory testing and prescriptions, provide clinical rules to
facilitate clinical decisions and alert the physician to potential
adverse reactions.

- Access Management products provide access to patient information from
any point in the healthcare delivery system and coordinate the
gathering of additional patient data at each stage of the patient
encounter. Access management also coordinates the scheduling of
patient appointments throughout the treatment process.

- Patient Financial Management products coordinate compliance with
managed-care contract reimbursement terms, patient billing and
collection and third-party reimbursement. These products support the
growing trend toward the centralized business office, which manages
compliance with managed-care contracts across the entire healthcare
enterprise and for all stages of the healthcare continuum.

- Enterprise Data Warehouse and Analysis products facilitate the
extraction and analysis of all data collected throughout the
organization to support reporting, strategic planning and
decision-making functions.

Eclipsys offers products under the Sunrise name in each of these four core
areas. These products enable the Company to offer a comprehensive line of core
applications that can be purchased individually or combined to form a fully
integrated single-source information technology solution. Most of the Company's
products are functional in several different healthcare settings, including
ambulatory care, critical care and acute care.

The Sunrise Access Management suite, the Sunrise Patient Financial
Management suite and the Sunrise Enterprise Data Warehouse are generally
available to the Company's customers. Most of the key functionalities of the
Sunrise Clinical Management suite are currently available in the Company's
heritage products. The Company is in the process of integrating these key
functionalities into the Sunrise Clinical Management suite, which is currently
in field trials and is expected to be generally available to customers in 1999.

SUNRISE CLINICAL MANAGEMENT

Sunrise Clinical Management is a physician-oriented application that
provides patient information to the physician and other clinicians at the
point-of-care anywhere in the healthcare continuum, allows a physician to
quickly and efficiently enter orders directly into the system and provides
clinical decision support at the time of order entry. The functionality of the
Sunrise Clinical Management suite is derived from the Alltel TDS 7000 Series,
Emtek's Continuum 2000 application and the BICS program developed at Brigham and
licensed from Partners. The Company has selected the best features of these
heritage programs to integrate into its Sunrise Clinical Management suite. The
Company continues to enhance and support these heritage products for its
installed customer base in order to allow these customers to make the transition
to the Sunrise Clinical Management suite over time. Sunrise Clinical Management
includes the following features:

- Clinical Data Repository, which permanently stores clinical and
financial information into patient care records that are easily and
quickly accessible in ambulatory, acute care and other healthcare
settings.

- Clinical View, which provides physicians with access to patient
information, such as complete patient records covering treatments at
both ambulatory and acute care facilities, whether they are accessing
the records from within the healthcare facility or a remote location.

- Clinical Documentation, which gathers and presents organized, accurate
and timely patient information. The application creates an electronic
patient chart, accepting and arranging input from caregivers,
laboratories or monitoring equipment.

- Order Entry, Communication and Management, which enables physicians to
enter on-line prescriptions and orders for laboratory or diagnostic
tests or procedures. The application also routes the order to the
appropriate department or party within the organization for
fulfillment.

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- SOLAssistant, which is a clinical decision support system that is
activated automatically during the order entry process. This
sophisticated system provides real-time guidance to physicians by
alerting them to possible problems with or conflicts between newly
entered orders and existing patient information using the system's
rules database. A comprehensive set of clinical rules developed by
physicians is available with SOLAssistant. Customers can modify
these existing rules or can develop their own clinical rules.

- SOLAsentry, which is a continuous event monitoring system.
SOLAsentry triggers alerts, which can include e-mail or pager
notification, upon the occurrence of a specified change in a
patient's condition or any other physician-designated event, such as
the delivery of unfavorable laboratory results. The application
tracks new patient data, relates it to information already in the
system for that patient, identifies significant new relationships,
alerts the physician to the changed relationship and prompts
corrective actions on a real-time basis.

- Clinical Pathways and Scheduled Activities List, which provide
access to standardized patient care profiles and assist in the
scheduling and monitoring of procedures. These applications provide
listings of clinical treatment procedures for individual patient
care and generates scheduled activities lists in each department
based on information from those lists. This allows the resources of
a department to be deployed in the most effective and efficient
manner.

The Company is currently developing a clinical reporting application, which
will provide periodic reports to physicians enabling them to identify their
practice group's clinical performance. The Company is also developing referral
and medical management features, which will allow a physician to refer a patient
instantly to another healthcare provider with appropriate patient information
attached to the referral.

As of March 31, 1998, the Company's heritage clinical management products
were installed in over 200 facilities and in the process of being installed in
more than 50 facilities.

SUNRISE ACCESS MANAGEMENT

Sunrise Access Management enables the healthcare provider to identify the
patient at any point in the healthcare delivery system and to collect and
maintain patient information throughout the entire continuum of patient care on
an enterprise-wide basis. The single database structure of Sunrise Access
Management permits simultaneous access to the entire patient record from any
terminal on the system. The Sunrise Access Management suite is based primarily
on the products acquired in the SDK Acquisition, which the Company has
integrated with its other product offerings and has continued to enhance. The
elements of Sunrise Access Management include:

- Patient Registration/ADT, which is used to register a patient in an
ambulatory setting, and to admit, discharge and transfer patients in
an acute care setting. Patient information -- such as demographics,
personal contacts, primary-care provider, allergies or medications,
health history, employment and insurance coverage -- is taken at the
patient's initial visit and is immediately accessible on-line to all
authorized personnel across the enterprise. Subsequent visits
require only confirmation and updates as necessary. Visit-specific
information, such as the date and the reason for the visit, the care
provided and the caregivers providing service, is collected at each
visit.

- Patient Scheduling and Resource Management, which is used to
schedule patient appointments across an organization from any
location within the enterprise. The application has the flexibility
to provide for patient preferences and resource availability.

- Enterprise Master Person Index, which is a single index of all
patients and healthcare plan members within a healthcare provider's
system. Records can be accessed from the index by searching a
variety of characteristics, such as name, Social Security number or
other demographic data, including a combination of several
characteristics.

Sunrise Access Management also includes managed care support features such
as verifying insurance eligibility on-line and compliance with managed care plan
rules and procedures, as well as medical records

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abstracting, which compiles patient data into statistical information. The
integrated nature of Sunrise Access Management allows healthcare providers to
complete pre-registration as part of the scheduling process and view patient
records from multiple sites within an enterprise. This eliminates the generation
of redundant records, thereby saving both patient and caregiver time, and
permits the efficient scheduling of resources throughout the organization.

As of March 31, 1998, the Company's access management products were
installed in over 60 facilities and in the process of being installed in 13
additional facilities.

SUNRISE PATIENT FINANCIAL MANAGEMENT

Sunrise Patient Financial Management uses a single, integrated database for
patient accounting processes, including the automatic generation of patient
billing and accounts receivable functions, a system of reimbursement management
to monitor receivables, the automation of collection activities and contract
compliance analysis, as well as follow-up processing and reporting functions.
Billing and receivables management activities are automated through rules-based
processing and can be customized to reflect each organization's specific
procedures. This product suite supports the growing trend toward the centralized
business offices for multiple entities, which improves compliance with managed
care contracts across the entire enterprise and at all stages of the healthcare
delivery continuum. The Sunrise Patient Financial Management suite is based
primarily on the products acquired in the SDK Acquisition, which the Company has
integrated with its other product offerings and has continued to enhance.
Sunrise Patient Financial Management includes the following functions:

- Patient Accounting, which automates the patient billing and accounts
receivable functions. For bill generation, the application
incorporates rules-based calculations of expected reimbursement and
provides users with the option for automatic generation of
contractual allowances at the time of billing or the time of
payment. Rules may be generated for each insurance plan accepted by
an organization. Receivables management functions include account
write-offs, on-line work lists of accounts requiring follow-up,
extensive account comments and standard and ad hoc reporting.
Paperless processing is achieved through real-time inquiry, editing,
sorting, reporting, commenting and updating from other applications,
including modules in Sunrise Access Management and Sunrise Clinical
Management.

- Contract Management, which includes a repository for the payment
terms, restrictions, approval requirements and other rules and
regulations of each insurance plan and managed care contract
accepted by an organization. Contract Management is used in
conjunction with other Sunrise products to ensure that patient care
complies with these rules and regulations.

- Reimbursement Management, which facilitates monitoring receivables,
performing collection activity, reconciling with third parties and
analyzing contract compliance and performance.

- Executive Information System, which provides immediate access to the
data contained in the Patient Financial Management database.
Executive Information System provides reports in tabular or graphic
formats.

As of March 31, 1998, the Company's patient financial management products
were installed at over 60 facilities and in the process of being installed in an
additional 17 facilities.

SUNRISE ENTERPRISE DATA WAREHOUSE

Sunrise Enterprise Data Warehouse, which consolidates data from different
systems, including all of a client's legacy and third-party systems, into a
single database to facilitate and support data gathering and analysis throughout
an organization. This application enables users to analyze collected data,
identify sources of the data, automate data extraction, map and load data into
relational tables for detailed analysis, assure the consistency of data across
systems and support timely, accurate analysis and reporting of data for specific
applications. Enterprise Data Warehouse is able to house data from other systems
and supports data-mining techniques, allowing a customer to gather data from all
of the organization's systems. Customers can build

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customized reports using the collected data, reducing the need for additional
software and training. Sunrise Enterprise Data Warehouse is an important
component of the customers' ability to measure and document improved clinical
outcomes and return on investment.

OTHER PRODUCTS

The Company's other products include OpenHUB and Orion, both of which the
Company distributes under a license. OpenHUB is the Company's interface engine,
which provides a fast, flexible means of integrating systems and data, allowing
an organization to select the best data processing solution regardless of the
hardware or software platforms. Orion is an electronic document and workflow
management product that permits providers to reduce their dependency on paper
communications, thereby improving workflow processes and reducing the risk of
lost or inaccurate records.

In connection with the Simione Investment, the Company and Simione have
entered into a Remarketing Agreement pursuant to which the Company has the right
to distribute certain Simione software products designed for home healthcare
providers. See "The Company -- Simione Investment."

In connection with providing healthcare information technology solutions,
the Company also sells hardware to its customers.

SOLA ARCHITECTURE

The Company has recently announced the development of, and has commenced
migrating its products to, its new SOLA architecture, which the Company believes
will facilitate integration, enhance automation, increase reliability and
improve security and workflow processes. SOLA draws on a thin-client
architecture to integrate business logic with an intuitive graphical user
interface thereby enhancing automation and reducing the cost of ownership. This
thin-client architecture enables the user interface to be improved without
disturbing the core application set and facilitates integration of the Company's
products with new operating systems, display environments and devices. SOLA also
features a high performance rules engine to implement a sizable portion of the
business logic for the Company's products. These rules guide clinical and
business workflow, clinical decision support for order entry, clinical and
financial event monitoring and screen logic, enabling structured development of
new applications while maintaining consistency across applications. Because the
rules are managed and stored as data, customers are able to update the business
logic without modifying and distributing new code. This enables customers to
reduce programming expenses, while enhancing the flexibility of the Company's
applications and facilitating their rapid adoption. SOLA features a seamless and
consistent architecture which promotes reliability for mission-critical
applications and fault tolerance. The SOLA architecture also uses advanced
technology to maintain security across the Internet and organization Intranets.
This ability to support secure communications and incorporate reliable protocols
for authenticating users and services permits the confidentiality of patient
information to be maintained. Certain products being migrated to the SOLA
architecture are currently undergoing field trials in several locations.

SERVICES

Drawing on the functionality and flexibility of its software products, the
Company offers a range of professional services as part of its healthcare
information technology solutions. These services include outsourcing, remote
processing and network services.

OUTSOURCING SERVICES

Outsourcing Services typically involve the Company assuming the management
of the customer's entire information technology function on-site using the
Company's employees. Outsourcing Services include Facilities Management, Network
Outsourcing and Transition Management.

Facilities Management enables customers to improve their information
technology operations by having the Company assume responsibility for all
aspects of the customer's information technology operations, from equipment to
human resources.

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Network Outsourcing provides customers with total healthcare information
network support, relieving the customer of the need to secure and maintain
expensive resources in a rapidly changing technological environment.

Transition Management offers customers a solution for migrating their
information technology to new processes, technologies or platforms without
interfering with the existing rules and initiatives critical to the delivery of
healthcare.

REMOTE PROCESSING SERVICES

Remote Processing Services include complete processing of an enterprise's
applications from the Company's site using the Company's equipment and
personnel. This service frees an organization from having to maintain the
environment, equipment and technical staff required for systems processing and
offers support for an organization's fault management, configuration management
and utilization management processes.

NETWORK SERVICES

Network Services is a comprehensive package of services allowing the
Company's customers to receive critical data quickly and accurately without
incurring a substantial increase in cost. The Company assesses changes in
network utilization and function, forecasts any necessary upgrades to
accommodate growth of the customer and designs any changes necessary to provide
the customer with the required performance and functionality.

The Company offers its services in various forms ranging from on-site
assistance on a time and expense basis to complete turnkey project deliveries
with guaranteed fixed price rates and outcomes.

IMPLEMENTATION, PRODUCT SUPPORT AND TRAINING

The Company believes that a high level of service and support is critical
to its success. Furthermore, the Company believes that a close and active
service and support relationship is important to customer satisfaction and
provides the Company with important information regarding evolving customer
requirements and additional sales opportunities. To facilitate successful
product implementation, the Company's consultants assist customers with initial
installation of a system, conversion of a customer's historical data and ongoing
training and support. This also includes Year 2000 consulting, programming and
conversion services to help customers prepare for transition and to address Year
2000 compliance and performance issues. In addition, 24-hour telephone support
is available and the Company offers electronic distribution to provide clients
the latest information regarding the Company's products. The Company also
provides regular maintenance releases to its customers. The Company's service
and support activities are supplemented by comprehensive training programs,
including introductory training courses for new customers and seminars for
existing customers, to educate them about the capabilities of the Company's
systems.

PRICING

Historically, the Company has employed a traditional software pricing and
payment model in which the entire software license fee is payable upon
commencement of the license, service fees are paid as performed and maintenance
fees, typically equal to a fixed percentage of the license fee, are paid over
the life of the license. More recently, the Company has begun to offer a variety
of creative pricing models in furtherance of its philosophy that pricing and
payment schedules should be closely aligned with the value received by the
customer. The Company encourages customers to elect a payment schedule that
spreads software license payments, together with service fees and maintenance
fees on a bundled basis, regularly over the life of the license. In addition,
the Company has commenced offering software license and maintenance fees that
vary with the amount of patient traffic serviced by the customer, enabling the
customer to analyze the cost on a per-case basis. The Company also encourages
customers to consider pricing models in which the Company's primary compensation
takes the form of sharing in cost savings or other performance benefits realized
by the customer. The pricing of the Company's contracts can vary significantly,
depending upon the pricing model, product configuration and features, and
implementation.

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CUSTOMERS, MARKETING AND SALES

The Company's marketing and sales efforts focus on large hospitals,
integrated healthcare delivery networks and academic medical centers. At March
31, 1998, the Company had installed or was in the process of installing its
products at more than 325 facilities in North America, including large
hospitals, integrated healthcare delivery network facilities and academic
medical centers. In addition, the Company's products were installed or being
installed at more than 25 facilities outside North America, predominantly in
Europe.

The Company sells its products and services in North America exclusively
through its direct sales force. To provide direct and sustained customer
contact, management of the sales force is decentralized, with the five Regional
Presidents having primary responsibility for sales and marketing within their
regions. Some multi-region accounts are managed by national account
representatives. Within each region, the direct sales force is generally
organized into two groups, one focused principally on generating sales to new
customers and the other focused on additional sales to existing customers. The
direct sales force works closely with the Company's implementation and product
line specialists. The Company's field sales force has an average of 18 years of
experience in the healthcare industry. A significant component of compensation
for all direct sales personnel is performance based, although the Company bases
quotas and bonuses on a number of factors in addition to actual sales, including
customer satisfaction and accounts receivable performance.

The Company has customers in Belgium, France, the Netherlands, the United
Kingdom and Japan. International sales representatives generally report to the
Regional President of the International Region and are responsible for all
customers within their sales regions. The Company may also use sales agents to
market its products internationally.

RESEARCH AND DEVELOPMENT

The Company believes that its future success depends in large part on its
ability to maintain and enhance its current product line, develop new products,
maintain technological competitiveness and meet an expanding range of customer
requirements. A significant portion of the Company's research and development
and product testing effort is performed in conjunction with physicians at
Brigham, MGH and other academic medical centers. The Company's current
development efforts are focused on the migration of its products to the SOLA
architecture and the development of additional functionality and applications
for its existing products. The Company believes that the open, integrated nature
of its SOLA architecture will facilitate the development of applications without
the need for major rewriting or reconfiguration of code. As of March 31, 1998,
the Company's research, development and technical support organization consisted
of more than 300 employees. The Company's research and development expenses were
$29.3 million for 1997, on the pro forma basis described herein.

COMPETITION

The market for the Company's products and services is intensely competitive
and is characterized by rapidly changing technology, evolving user needs and the
frequent introduction of new products. The Company's principal competitors
include Cerner Corp., HBO & Company, IDX Systems Corp. and SMS. The Company also
faces competition from providers of practice management systems, general
decision support and database systems and other segment-specific applications,
as well as from healthcare technology consultants. A number of the Company's
competitors are more established, benefit from greater name recognition and have
substantially greater financial, technical and marketing resources than the
Company. The Company also expects that competition will continue to increase as
a result of consolidation in both the information technology and healthcare
industries. The Company believes that the principal factors affecting
competition in the healthcare information technology market include product
functionality, performance, flexibility and features, use of open standards
technology, quality of service and support, company reputation, price and
overall cost of ownership. See "Risk Factors -- Competition."

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PROPRIETARY RIGHTS

The Company is dependent upon its proprietary information and technology.
The Company relies primarily on a combination of copyright, trademark and trade
secret laws and license agreements to establish and protect its rights in its
software products and other proprietary technology. The Company requires third-
party consultants and contractors to enter into nondisclosure agreements to
limit use of, access to and distribution of its proprietary information. In
addition, the Company currently requires employees who receive option grants
under any of its stock plans to enter into nondisclosure agreements. There can
be no assurance that the Company's means of protecting its proprietary rights
will be adequate to prevent misappropriation. The laws of some foreign countries
may not protect the Company's proprietary rights as fully or in the same manner
as do the laws of the United States. Also, despite the steps taken by the
Company to protect its proprietary rights, it may be possible for unauthorized
third parties to copy aspects of the Company's products, reverse engineer such
products or otherwise obtain and use information that the Company regards as
proprietary. In certain limited instances, customers can access source code
versions of the Company's software, subject to contractual limitations on the
permitted use of such source code. Although the Company's license agreements
with such customers attempt to prevent misuse of the source code, the possession
of the Company's source code by third parties increases the ease and likelihood
of potential misappropriation of such software. Furthermore, there can be no
assurance that others will not independently develop technologies similar or
superior to the Company's technology or design around the proprietary rights
owned by the Company. See "Risk Factors -- Limited Protection of Proprietary
Rights."

EMPLOYEES

As of March 31, 1998, the Company employed 997 people, including 318 in
research, development and technical support, 471 in operations, 128 in marketing
and sales, 62 in finance and administration and 18 in international operations.
The success of the Company depends on its continued ability to attract and
retain highly skilled and qualified personnel. Competition for such personnel is
intense in the information technology industry, particularly for talented
software developers, service consultants, and sales and marketing personnel.
There can be no assurance that the Company will be able to attract and retain
qualified personnel in the future. See "Risk Factors -- Ability to Attract and
Retain Key Personnel."

The Company's employees are not represented by any labor unions. The
Company considers its relations with its employees to be good.

FACILITIES

The Company is headquartered in Delray Beach, Florida, where it leases
office space under two separate leases expiring in March 2000 and July 2002. In
addition, the Company maintains leased office space in Little Rock, Arkansas;
Newport Beach, California; San Jose, California; Atlanta, Georgia; Oak Brook,
Illinois; Boston, Massachusetts; Albany, New York; Saratoga Springs, New York;
Roseland, New Jersey; Malvern, Pennsylvania; and Pittsburgh, Pennsylvania within
the United States and Brussels, Belgium; Paris, France; and London, United
Kingdom. These leases expire at various times ranging from June 1998 to June
2009. Aggregate rental payments under all of the Company's leases were $4.1
million in 1997.

LEGAL PROCEEDINGS

The Company is involved from time to time in routine litigation that arises
in the ordinary course of its business, but is not currently involved in any
litigation that the Company believes could reasonably be expected to have a
material adverse effect on the Company.

49
<PAGE> 53

MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The executive officers, directors and other key employees of the Company,
their respective ages as of March 31, 1998 and their positions with the Company
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Executive Officers and Directors:
Harvey J. Wilson............................. 59 President, Chief Executive Officer and Chairman
of the Board of Directors
James E. Hall................................ 64 Senior Vice President, Field Operations and
Chief Operating Officer
Robert J. Vanaria............................ 52 Senior Vice President, Administration, Chief
Financial Officer and Treasurer
T. Jack Risenhoover, II...................... 32 Vice President, General Counsel and Secretary
Steven A. Denning(1)......................... 49 Director
G. Fred DiBona(1)............................ 47 Director
Eugene Fife(1)............................... 57 Director
William E. Ford(2)........................... 36 Director
Jeffrey H. Fox(3)............................ 36 Director
Jay B. Pieper(2)............................. 54 Director
Richard D. Severns(2)........................ 52 Director

Other Key Employees:
Peter J. Camp................................ 39 Regional President, Mid-Atlantic Region
James Carter................................. 54 Senior Vice President, Customer Support and
Research & Development
John Depierro................................ 61 Regional President, International Region
Michael B. Kaufman........................... 46 Senior Vice President, Business Development
Terrence S. Macaleer......................... 47 Senior Vice President, Field Support
Richard D. Mager............................. 48 Regional President, Midwest Region
Stephanie P. Massengill...................... 57 Senior Vice President, Corporate Development
Michael T. McGuire........................... 49 President, Services Division
John H. Munley, Jr........................... 56 Regional President, Northeast Region
John T. Patton, Jr. ......................... 48 Regional President, Western Region
Robert C. Robbins, Jr. ...................... 47 Regional President, Southeast Region
Anthony Stefanis............................. 58 Senior Vice President, Sales
Gregory L. Wilson............................ 29 Vice President, Mergers and Acquisitions
</TABLE>

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

(1) Member of the Executive Development and Compensation Committee.
(2) Member of the Audit Committee.
(3) It is anticipated that Mr. Fox will not continue to serve as a director
following the effectiveness of this Offering.

Harvey J. Wilson, the Company's founder, has served as President, Chief
Executive Officer and Chairman of the Board of Directors of the Company since
the Company was formed in December 1995. From January 1993 to December 1995, Mr.
Wilson invested privately in software and technology companies. Mr. Wilson was a
co-founder of SMS, a healthcare information systems provider. Mr. Wilson is a
director of Philadelphia Suburban Corporation, a water utility company.

James E. Hall has served as Senior Vice President, Field Operations and
Chief Operating Officer since January 1997. From August 1995 to January 1997,
Mr. Hall was Senior Vice President of Sales and Marketing for Multimedia Medical
Systems, Inc., a telemedicine company ("MMS"). From January 1991 to August 1995,
Mr. Hall was President of Asia Pacific Partners Ltd., a consulting firm.

50
<PAGE> 54

Robert J. Vanaria has served as Senior Vice President, Administration,
Chief Financial Officer and Treasurer since December 1997. From March 1995 to
December 1997, Mr. Vanaria was Senior Vice President and Chief Financial Officer
of Greenwich Air Services, Inc., an aviation services subsidiary of General
Electric Company. From September 1994 to February 1995, Mr. Vanaria was a
self-employed business consultant. From March 1982 to August 1994, Mr. Vanaria
was Senior Vice President and Chief Financial Officer of Foamex International,
Inc., a manufacturing company.

T. Jack Risenhoover, II has served as Vice President and General Counsel
since February 1997. From May 1994 to January 1997, Mr. Risenhoover was general
counsel for The Right Angle, Inc., a marketing firm. Mr. Risenhoover was awarded
his J.D. from Vanderbilt University School of Law in April 1994.

Steven A. Denning has served on the Company's Board of Directors since
March 1997. Mr. Denning is a Managing Member of General Atlantic Partners, LLC,
a private investment company, and has been with General Atlantic since 1980. Mr.
Denning is also a director of GT Interactive Software Corp., an interactive
entertainment software development company.

G. Fred DiBona has served on the Company's Board of Directors since May
1996. Since 1990, Mr. DiBona has been the President and Chief Executive Officer
of Independence Blue Cross and its subsidiaries. Mr. DiBona is also a director
of Magellan Health Services, Inc., a specialized managed healthcare company;
PECO Energy Company, a public energy company; Philadelphia Suburban Corporation,
a water utility company; Tasty Baking Company, a packaged foods company; and the
Pennsylvania Savings Bank.

Eugene Fife has served on the Company's Board of Directors since May 1997.
Since September 1996, Mr. Fife has been the President and Chief Executive
Officer of MMS. Mr. Fife was a general partner in Goldman Sachs & Co. from June
1970 to November 1995, at which time he became a limited partner. Mr. Fife
remains a limited partner in Goldman Sachs & Co. Mr. Fife is also a director of
Baker, Fentress Company, an investment company.

William E. Ford has served on the Company's Board of Directors since May
1996. Mr. Ford is a Managing Member of General Atlantic Partners, LLC and has
been with General Atlantic since 1991. Mr. Ford also serves as a director of GT
Interactive Software Corp., an interactive entertainment software company;
MAPICS, Inc., a resources planning software applications company; Envoy
Corporation, an electronic data processing company; LHS Group Inc., a billing
solutions company; and E-Trade Group, Inc., an on-line discount broker.

Jeffrey H. Fox has served on the Company's Board of Directors since January
1997. Mr. Fox has been with AIS since February 1996, serving as President since
August 1996. From June 1986 to February 1996, Mr. Fox was an investment banker
with Stephens Inc.

Jay B. Pieper has served on the Company's Board of Directors since May
1996. Since May 1995, Mr. Pieper has served as Vice President of Corporate
Development and Treasury Affairs for Partners. From March 1986 to May 1995, Mr.
Pieper was Senior Vice President and Chief Financial Officer for Brigham.

Richard D. Severns has served on the Company's Board of Directors since
January 1998. Mr. Severns has been Senior Vice President and Director of Finance
for the GM Network Services and Strategy Group of Motorola since August 1991.

Peter J. Camp joined the Company in April 1996 and has served as Regional
President, Mid-Atlantic Region since April 1997. From October 1983 to March
1996, Mr. Camp served in a variety of positions with SMS including Regional
Marketing Manager and Regional Manager.

James Carter has served as Senior Vice President, Customer Support and
Research & Development since April 1997. From August 1996 to April 1997, Mr.
Carter was a healthcare information technology consultant. From 1970 to August
1996, Mr. Carter was employed by SMS, where he last served as Vice President of
Operations/Development.

51
<PAGE> 55

John Depierro has been Regional President, International Region since
January 1997. From October 1994 to January 1997, Mr. Depierro served as Senior
Vice President of Alltel. From October 1980 through October 1994, Mr. Depierro
served as President of Medical Data Technology, Inc., which was acquired by
Alltel in October 1994.

Michael B. Kaufman, Senior Vice President, Business Development, joined the
Company in June 1997 following the SDK Acquisition. Mr. Kaufman was employed by
SDK beginning in 1972 and served as its President from 1988 until the SDK
Acquisition.

Terrence S. Macaleer has served as Senior Vice President, Field Support
since March 1996. From January 1973 to January 1996, Mr. Macaleer was Vice
President of Field Operations for SMS.

Richard D. Mager has been Regional President, Midwest Region since April
1997. From July 1989 to April 1997, Mr. Mager was employed by Ernst & Young,
LLP, where he served as a healthcare consulting partner from 1993 to 1997.

Stephanie P. Massengill has served as Senior Vice President, Corporate
Development since September 1996. From July 1988 to September 1996, Ms.
Massengill was the Chief Executive Officer of Imaging Concepts, Inc., an
electronic document management company.

Michael T. McGuire has been President, Services Division since July 1997.
From January 1995 to February 1997, Mr. McGuire was the officer in charge of
technology for National HealthTech, an outsourcing company. From May 1985 to
August 1994, Mr. McGuire was the vice president of outsourcing services for HBO
& Company.

John H. Munley, Jr. has been Regional President, Northeast Region since
April 1997. From August 1995 to April 1997, Mr. Munley was Vice President, Sales
for Compucare, a healthcare information technology company. From April 1990 to
July 1995, Mr. Munley was Senior Vice President of Sales for First Data Health
Services, a healthcare information technology company.

John T. Patton, Jr. has been Regional President, Western Region since May
1997. From June 1976 to May 1997, Mr. Patton served as a Regional Manager for
SMS.

Robert C. Robbins, Jr. joined the Company in April 1996 and has served as
Regional President, Southeast Region since April 1997. From January 1994 to
March 1996, Mr. Robbins served as Chief Operating Officer of Mainline Physicians
Org., a management services organization, and Atlantic Physicians Systems, an
independent practitioners association. Mr. Robbins worked for SMS from January
1983 to January 1994, serving in a variety of positions.

Anthony Stefanis has served as Senior Vice President, Sales since December
1997. From June 1997 to November 1997, Mr. Stefanis was self-employed as a
healthcare information technology consultant. From July 1992 to June 1997, Mr.
Stefanis served as Chairman and Chief Executive Officer of High Integrity
Systems Inc., an information services division of EQUIFAX Information Services,
Inc.

Gregory L. Wilson has served as Vice President, Mergers and Acquisitions
since April 1997. From March 1996 to April 1997 Mr. Wilson was a Vice President
of Lehman Brothers, where he worked as an equity analyst. From May 1995 to March
1996, Mr. Wilson was a Vice President of Needham & Co. From May 1994 to May
1995, Mr. Wilson also served as Senior Vice President of Brean Murray & Co., an
investment bank. Mr. Wilson was awarded his J.D. from Vanderbilt University
School of Law in April 1994.

Following this Offering, the Board of Directors of the Company will be
divided into three classes, each of whose members will serve for a staggered
three-year term. The Board will consist of two Class I Directors (Messrs. Fife
and Ford), two Class II Directors (Messrs. Pieper and Severns) and three Class
III Directors (Messrs. Denning, DiBona and Wilson). At each annual meeting of
stockholders, a class of directors will be elected for a three-year term to
succeed the directors of the same class whose terms are then expiring. The terms
of the Class I Directors, Class II Directors and Class III Directors expire upon
the election and qualification of successor directors at the annual meeting of
stockholders held during the calendar years 1999, 2000 and 2001, respectively.

Each officer serves at the discretion of the Board of Directors and holds
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Other than Mr. Harvey J. Wilson and

52
<PAGE> 56

Mr. Gregory L. Wilson, who are father and son, there are no family relationships
among any of the directors, executive officers or key employees of the Company.

STOCKHOLDERS' AGREEMENT

Pursuant to the Second Amended and Restated Stockholders' Agreement dated
January 24, 1998, by and among the Company and certain stockholders of the
Company (the "Stockholders Agreement"), such stockholders were granted the
right, subject to certain conditions, to designate representatives to the
Company's Board of Directors. Under this agreement, Mr. Pieper was elected as
the representative of Partners, Mr. Fox was elected as the representative of
AIS, Mr. Severns was elected as the representative of Motorola and Mr. Wilson
was elected as the representative of certain stockholders, including Mr. Wilson,
Wilfam Ltd. ("Wilfam") and Michael B. Kaufman.

In addition, after the Offering and subject to certain conditions, Motorola
has the right under the Stockholders Agreement to have an observer present at
all regular and special meetings of the Board of Directors so long as it owns at
least 3.5% of the total number of shares of Common Stock outstanding (on an as
converted and as exercised basis).

Mr. Ford and Mr. Denning were elected as the representatives of General
Atlantic Partners, LLC and its affiliates pursuant to rights granted to the
holders of Series D Preferred Stock, Series F Preferred Stock and Series G
Preferred Stock in the Second Amended and Restated Certificate of Incorporation.
In the event the Second Amended and Restated Certificate of Incorporation is
amended to terminate the representation rights of the holders of Series D
Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, General
Atlantic Partners, LLC and its affiliates would have the ability to designate
two representatives to the Board of Directors pursuant to the Stockholders
Agreement.

All rights to designate representatives to the Board of Directors granted
under the Stockholders Agreement terminate upon the closing of the Offering.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has an Executive Development and Compensation
Committee composed of Messrs. Denning (Chairman), DiBona and Fife, which makes
recommendations concerning salaries and incentive compensation for executive
officers of the Company and administers and grants stock options and awards
pursuant to the Company's stock option plans, and an Audit Committee composed of
Messrs. Pieper (Chairman), Ford and Severns, which reviews the results and scope
of the audit and other services provided by the Company's independent public
accountants. Mr. Harvey J. Wilson is an ex-officio member of both the Audit
Committee and the Executive Development and Compensation Committee.

DIRECTOR COMPENSATION

Directors of the Company are reimbursed for any expenses incurred in
connection with attendance at meetings of the Board of Directors or any
committee of the Board of Directors, but are not otherwise compensated for such
service. On April 8, 1998, the seven non-employee directors of the Company were
each granted a non-qualified stock option to purchase 13,333 shares of Common
Stock at a purchase price of $13.50 per share under the Company's 1998 Stock
Incentive Plan. These options vest annually over a four year period. See
"-- Stock Plans."

53
<PAGE> 57

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid or accrued for
the year ended December 31, 1997 for the Company's Chief Executive Officer and
its two other executive officers whose total annual salary and bonus exceeded
$100,000 for 1997 (together, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
-------------------- UNDERLYING
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(1)
--------------------------- -------- -------- ------------
<S> <C> <C> <C>
Harvey J. Wilson.......................................... $150,000(2) -- --
Chairman of the Board, President and Chief Executive
Officer

James E. Hall............................................. 177,971 $ 50,000 50,000
Senior Vice President, Field Operations and Chief
Operating Officer

Robert J. Vanaria......................................... 7,692(3) 150,000 99,999
Senior Vice President, Administration and Chief Financial
Officer
</TABLE>

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

(1) Represents the number of shares covered by options to purchase shares of the
Company's Common Stock granted during 1997.

(2) Includes $84,000 of deferred compensation.

(3) Mr. Vanaria joined the Company in December 1997.

Option Grants During 1997

The following table sets forth grants of stock options to each of the Named
Executive Officers during the year ended December 31, 1997.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
---- ---------- ------------ ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Harvey J. Wilson............................. -- -- -- -- -- --
James E. Hall................................ 4,000 0.3% $0.20 1/20/07 $ 491 $ 1,243
46,000 3.5 6.50 1/25/07 187,895 976,162
Robert J. Vanaria............................ 99,999 7.6 7.50 2/8/07 471,671 1,195,307
</TABLE>

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

(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compound rates of appreciation (5% and 10%) on
the market value of the Common Stock on the date of option grant over the
term of the options. These numbers are calculated based on rules promulgated
by the Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price growth. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the timing of such
exercise and the future performance of the Common Stock. There can be no
assurance that the rates of appreciation assumed in this table can be
achieved or that the amounts reflected will be received by the individuals.

54
<PAGE> 58

Year-End Option Values

The following table sets forth certain information concerning the number
and value of unexercised options held by each of the Named Executive Officers on
December 31, 1997. None of the Named Executive Officers exercised any stock
options during the year ended December 31, 1997.

FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Harvey J. Wilson............................... -- -- -- --
James E. Hall.................................. -- 50,000 -- $75,450
Robert J. Vanaria.............................. 33,333 66,666 -- --
</TABLE>

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

(1) Represents the difference between the exercise price and the fair market
value of the Common Stock at fiscal year end as determined by the Board of
Directors of the Company.

EMPLOYMENT AGREEMENT

Pursuant to an Employment Agreement between Harvey J. Wilson and the
Company dated as of May 1, 1996, the Company agreed to employ Mr. Wilson as the
Company's Chief Executive Officer until May 1, 1999, with an annual salary of
$150,000, subject to deferral until the Company has reached certain milestones
and subject to adjustment from time to time thereafter. In January 1998, Mr.
Wilson's annual salary was increased to $200,000. Upon termination of his
employment, unless terminated for cause, Mr. Wilson shall be entitled to payment
of his salary and continuation of his benefits for a period of months determined
by the Board of Directors which is consistent with its practice for senior
executives. Mr. Wilson has agreed not to compete with the Company during his
term of employment and for three years thereafter.

STOCK PLANS

A total of 4,333,333 shares of Common Stock have been reserved for issuance
in the aggregate under the Company's three stock plans described below.

The Company's 1996 Stock Plan (the "1996 Stock Plan") provided for grants
of stock options and awards of restricted and unrestricted Common Stock. As of
June 1, 1998, options to purchase 2,151,980 shares of Common Stock were
outstanding and 124,999 restricted shares of Common Stock had been granted under
the 1996 Stock Plan. Following the Offering, the Board of Directors has provided
that no additional grants or awards will be made under the 1996 Stock Plan.

Under the Company's 1998 Stock Incentive Plan (the "Incentive Plan"), a
variety of awards, including incentive stock options intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonstatutory stock options, stock appreciation rights, restricted and
unrestricted stock awards and other stock-based awards, may be granted to
officers, employees, directors, consultants and advisors of the Company and its
subsidiaries. The Board of Directors has authorized the Executive Development
and Compensation Committee to administer the Incentive Plan. While the Company
currently anticipates that most grants under the Incentive Plan will consist of
stock options, the Company may also grant stock appreciation rights, which
represent the right to receive any excess in value of the shares of Common Stock
over the exercise price; restricted stock awards, which entitle recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their purchase price in the event that
the conditions specified in the award are not satisfied; or unrestricted stock
awards, which represent grants of shares to participants free of any
restrictions under the Incentive Plan. Options or other awards that are granted
under the Incentive Plan but expire unexercised are available for future grants.
To date, options to purchase 478,328 shares of Common Stock have been granted
under the Incentive Plan,

55
<PAGE> 59

including a nonstatutory option to purchase up to 333,333 shares of Common Stock
granted to Harvey J. Wilson on April 8, 1998. Mr. Wilson's option covers (i)
66,666 shares at a purchase price of $15.00 per share, vesting over three years
following the grant date, (ii) 66,667 shares at a purchase price of $30.00 per
share, vesting over four years, (iii) 100,000 shares at a purchase price of
$45.00 per share, vesting over five years, and (iv) 100,000 shares at a purchase
price of $60.00, vesting over five years. Vesting under Mr. Wilson's option is
subject to acceleration at the discretion of the Board of Directors under
certain circumstances.

Under the Company's 1998 Employee Stock Purchase Plan (the "Purchase
Plan"), employees of the Company, including directors of the Company who are
employees, are eligible to participate in quarterly plan offerings in which
payroll deductions may be used to purchase shares of Common Stock. The purchase
price of such shares is the lower of 85% of the fair market value of the Common
Stock on the day the offering commences and 85% of the fair market value of the
Common Stock on the day the offering terminates. The first offering period under
the Purchase Plan will not commence until after the completion of the Offering.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Denning, Mr. DiBona and Mr. Fife served during the year ended December
31, 1997 as members of the Executive Development and Compensation Committee of
the Board of Directors. Mr. Harvey J. Wilson, an executive officer of the
Company, was an ex-officio member of the Executive Development and Compensation
Committee and in such capacity participated in certain deliberations of the
Committee. Mr. Wilson was a director of MMS during the year ended December 1997.
Mr. Fife, one of the Company's directors and a member of the Executive
Development and Compensation Committee, is, and was during 1997, the President
and Chief Executive Officer of MMS. None of Mr. Denning, Mr. DiBona or Mr. Fife
was at any time during the year ended December 31, 1997, or at any other time,
an officer or employee of the Company. See "Certain Transactions" for a
description of certain relationships and transactions between the Company and
affiliates of Mr. Denning and Mr. Wilson.

56
<PAGE> 60

CERTAIN TRANSACTIONS

THE PARTNERS LICENSE

In May 1996, the Company acquired the Partners License. In consideration
for this license, the Company issued to Partners 988,290 shares of Common Stock
(5.1% of the Common Stock to be outstanding at the close of the Offering) and
agreed to pay to Partners a royalty in connection with sales of the BICS system
until the Company completes an initial public offering of Common Stock with a
per share offering price of $10.00 or higher. Under the terms of the Partners
License, the Company may further develop, commercialize, distribute and support
the original technology and license it, as well as sell related services, to
other healthcare providers and hospitals throughout the world (with the
exception of the Boston, Massachusetts metropolitan area). No sales of the BICS
system have been made and, consequently, no royalties have been paid by the
Company pursuant to the Partners License because products based on the licensed
technology are still in field trials. The Company is obligated to offer to
Partners and certain of its affiliates an internal use license, granted on most
favored customer terms, to all new software applications developed by the
Company, whether or not derived from the licensed technology, and major
architectural changes to the licensed technology. After May 3, 1998, Partners
and certain of its affiliates are also entitled to receive internal use licenses
for any changes to any module or application included in the licensed technology
requiring at least one person year of technical effort. The Company has an
exclusive right of first offer to commercialize new information technologies
developed in connection with Partners. If the Company fails to pay the royalties
required under the license or breaches any material term of the license, or if
Mr. Harvey J. Wilson voluntarily terminates his employment with the Company
prior to May 1999, the license may become non-exclusive, at Partners' option. If
Partners converts the current license to a non-exclusive license, it must return
370,609 shares of Common Stock to the Company. The Company has the option to
purchase the technology it licenses from Partners upon the completion by the
Company of an initial public offering. The Company has decided that it will not
exercise such option.

As part of the Partners License, the Company provided certain development
services to Partners. Fees for these development services paid by Partners to
the Company totaled $2.0 million, $2.5 million and $325,000 for 1996, 1997 and
the first three months of 1998, respectively. Mr. Jay Pieper, a director of the
Company, is Vice President of Corporate Development and Treasury Affairs for
Partners and was elected as Partners' representative pursuant to the
Stockholders Agreement. Partners was not affiliated with the Company at the time
of the negotiation of the Partners License.

THE ALLTEL ACQUISITION AND RENEGOTIATION

In January 1997, the Company completed the Alltel Acquisition for aggregate
consideration of $201.5 million (after giving effect to certain purchase price
adjustments) consisting of $104.8 million in cash and 20,000 shares of Series C
Redeemable Preferred Stock (with a redemption value of $1,000 per share plus
accumulated dividends) and 2,077,497 shares of Series D Convertible Preferred
Stock (each convertible into one share of Common Stock) issued to AIS. In
connection with the Alltel Acquisition, the Company entered into the Management
and Services Agreement (the "MSA") with AIS pursuant to which AIS was to receive
an aggregate of $11.0 million in fees from the Company over a period of three
years, ending December 31, 2000. Under the MSA, AIS was designated as the
exclusive provider of certain network services to the Company and a preferred
provider of certain other services to the Company and its clients. The MSA also
obligated Alltel to provide designated management services. Under the MSA, the
Company was precluded from competing in the network services business and other
related businesses. In October 1997, AIS returned for cancellation 4,500 shares
of Series C Redeemable Preferred Stock as part of an adjustment of the purchase
price for the Alltel Acquisition. Jeffrey H. Fox, the President of AIS, is a
director of the Company and was elected as AIS' representative pursuant to the
Stockholders Agreement. It is anticipated that Jeffrey H. Fox will not continue
to serve as a director of the Company following the effectiveness of the
Offering. AIS was not affiliated with the Company at the time of the negotiation
of the Alltel Acquisition. AIS is the Selling Stockholder in the Offering.

57
<PAGE> 61

In March 1998, the Company and AIS entered into the Alltel Renegotiation
which consisted of two elements: the AIS Settlement and the MSA Buyout. In the
AIS Settlement, pursuant to a Settlement of Claims Agreement dated as of March
13, 1998 between AIS and the Company, AIS returned to the Company for
cancellation 11,000 shares of Series C Redeemable Preferred Stock in return for
the Company extinguishing claims against AIS asserted pursuant to the Merger
Agreement dated January 24, 1997 relating to the Alltel Acquisition. These
claims related to disputes regarding representations made by AIS at the time of
the acquisition regarding the estimated future revenue potential of certain
customer relationships. The Company will use $4.5 million of the net proceeds
from the Offering to redeem the remaining shares of Series C Redeemable
Preferred Stock held by AIS. AIS also agreed that, until July 1, 1998, no
dividends will accrue on shares of Redeemable Preferred Stock held by AIS.

In the MSA Buyout in March 1998, the Company paid $14.0 million to AIS in
consideration for the cancellation of the MSA and the Company's obligations
under the MSA. The decision to terminate the MSA was based on management's
evaluation of the expected future benefits of the MSA in view of the January
1998 Emtek Acquisition and the resulting relationship with Motorola and the
evaluation of the benefits to the Company of being able to compete in the
network services business.

In connection with the Alltel Renegotiation, AIS has agreed, subject to
certain exceptions, that it will not effect any public sale or distribution of
any of the Common Stock or securities convertible into or exchangeable for such
Common Stock for a period of 360 days following the effective date of the
Offering. See "Shares Eligible for Future Sale."

THE EMTEK ACQUISITION

In January 1998, the Company completed the Emtek Acquisition for aggregate
consideration of $11.7 million (net of a $9.6 million receivable from Motorola),
consisting of 1,000,000 shares of Common Stock issued to Motorola and the
assumption of $12.3 million in liabilities. In connection with the Emtek
Acquisition, the Company entered into a software and support agreement with
Motorola pursuant to which the Company agreed to provide certain software and
support services to Motorola's international customers for a minimum period of
one year in exchange for negotiated annual payments. As of March 31, 1998,
payments from Motorola totaled $3.0 million on the $9.6 million receivable owed
and $350,000 under the software and support agreement. Mr. Richard Severns, a
Senior Vice President of Motorola, is a director of the Company and was elected
as Motorola's representative pursuant to the Stockholders Agreement. Emtek was
not affiliated with the Company at the time of the negotiation of the Emtek
Acquisition.

STOCK PURCHASES BY AFFILIATES

Mr. Harvey J. Wilson, President, Chief Executive Officer and Chairman of
the Board of the Company, is the managing general partner of Wilfam, a limited
partnership whose limited partners are members of Mr. Wilson's immediate family.
Mr. Gregory L. Wilson, a general partner, is the investment manager for Wilfam.
In December 1995, upon the incorporation of the Company, Wilfam purchased
2,022,700 shares of Common Stock and Mr. Harvey J. Wilson purchased 505,675
shares of Common Stock for a purchase price of $.10 per share. In January 1997,
Wilfam purchased 103,588 shares of Series D Convertible Preferred Stock (each
convertible into one share of Common Stock) at a purchase price of $12.55 per
share of Preferred Stock.

Affiliates of General Atlantic Partners, LLC purchased (i) in May 1996, an
aggregate of $5.0 million of Series A Convertible Participating Preferred Stock
of the Company, which were subsequently converted into 1,231,747 shares of
Series F Convertible Preferred Stock (each convertible into one share of Common
Stock), (ii) in January 1997, 4,423,509 shares of Series D Convertible Preferred
Stock (each convertible into one share of Common Stock) for an aggregate of
$55.5 million and (iii) in February 1998, an aggregate of 900,000 shares of
Series G Convertible Preferred Stock (each convertible into two-thirds of one
share of Common Stock) for an aggregate of $9.0 million. Messrs. William Ford
and Steven Denning, both of whom are directors of the Company, are Managing
Members of General Atlantic Partners, LLC, and were elected as representatives
of the affiliates of General Atlantic Partners, LLC pursuant to the terms of the
Convertible Preferred Stock.
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<PAGE> 62

Wilfam is a limited partner in certain affiliates of General Atlantic
Partners, LLC. As such, Wilfam participated in the May 1996 and February 1998
investments. The Wilfam indirect investments were approximately $12,600 in
shares of Series A Convertible Participating Preferred Stock, which were
subsequently converted into shares of Series F Convertible Preferred Stock, and
$185,000 in Series G Convertible Preferred Stock.

OTHER TRANSACTIONS WITH AFFILIATES

During the year ended December 31, 1997 and the three months ended March
31, 1998, the Company from time to time chartered an airplane for corporate
purposes from an aircraft charter company. The Company paid $336,000 to the
charter company during 1997 and $126,000 in the first three months of 1998. The
aircraft provided for the Company's use was leased by the charter company from
RMSC of West Palm Beach ("RMSC"), a company that is wholly owned by Mr. Harvey
J. Wilson. In connection with these charters, RMSC invoiced the charter company
$219,000 in 1997 and $71,000 in 1998. Mr. Wilson has no ownership interest in
the charter company. The Company believes that the terms of the charters were at
least as favorable to the Company as those that could have been negotiated with
unaffiliated third parties.

During 1997 and the first three months of 1998, the Company paid AIS $1.7
million and $64,000, respectively, for certain transition services provided by
AIS related to accounting services, computer processing and other various
activities.

During 1997, the Company paid a total of $348,000 to certain subsidiaries
of AIS and ALLTEL Corporation, the parent of AIS, related to the purchase of
various goods and services.

During the three months ended March 31, 1998, the Company paid AIS $2.0
million in scheduled payments under the MSA. In addition, the Company paid AIS
$14.0 million in 1998 pursuant to the MSA Buyout.

See "Description of Capital Stock -- Registration Rights" for a description
of registration rights granted to certain significant stockholders by the
Company.

See "Management -- Stockholders' Agreement" for a description of the
Stockholders Agreement among the Company and certain of its significant
stockholders.

See "Management -- Employment Agreement" for a description of Mr. Harvey J.
Wilson's employment agreement with the Company.

The Company has adopted a policy that future transactions between the
Company and its executive officers, directors and affiliates must (i) be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties and (ii) be approved by a majority of the members of the Company's
Board of Directors and by a majority of the disinterested members of the
Company's Board of Directors.

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<PAGE> 63

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of June 1, 1998, by (i) each
person or entity known to the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each of the directors of the Company, (iii) each of
the Named Executive Officers, (iv) all directors and executive officers as a
group and (v) the Selling Stockholder. The information contained in the
following table reflects the beneficial ownership of such persons, giving effect
to the Preferred Stock Conversion and treating all shares of the Company's
Non-Voting Common Stock, which are convertible at any time, subject to certain
limitations, into shares of Common Stock, as if they had been so converted.
Unless otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares such power with his or her spouse)
with respect to all shares of capital stock listed as owned by such person or
entity.

<TABLE>
<CAPTION>
SHARES SHARES TO BE
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING(1) SHARES AFTER OFFERING(1)(2)
----------------------- BEING -----------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENTAGE OFFERED(2) NUMBER PERCENTAGE
------------------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
General Atlantic Partners, LLC(3)......... 6,255,255 40.7% -- 6,255,255 32.0%
c/o General Atlantic Service Corporation
Three Pickwick Plaza
Greenwich, CT 06830
Steven A. Denning(3)...................... 6,255,255 40.7 -- 6,255,255 32.0
c/o General Atlantic Service Corporation
Three Pickwick Plaza
Greenwich, CT 06830
William E. Ford(3)........................ 6,255,255 40.7 -- 6,255,255 32.0
c/o General Atlantic Service Corporation
Three Pickwick Plaza
Greenwich, CT 06830
Wilfam Ltd.(4)............................ 2,126,288 13.8 -- 2,126,288 10.9
c/o Eclipsys Corporation
777 East Atlantic Avenue
Suite 200
Delray Beach, FL 33483
Alltel Information Services, Inc.(5)...... 2,077,497 13.5 500,000 1,577,497 8.1
4001 Rodney Parham Road
Little Rock, AR 72212
First Union Corporation(6)................ 1,101,424 6.9 -- 1,101,424 5.5
One First Union Center
Floor 18
Charlotte, NC 28288
Motorola, Inc............................. 1,000,000 6.5 -- 1,000,000 5.1
1303 East Algonquin Road
Schaumburg, IL 6019
Partners HealthCare System, Inc. ......... 988,290 6.4 -- 988,290 5.1
Prudential Tower, Suite 1150
800 Boylston Street
Boston, MA 02199
BT Investment Partners, Inc.(7)........... 601,091 3.8 -- 601,091 3.0
130 Liberty Street
New York, NY 10006
Harvey J. Wilson(8)....................... 2,626,963 17.1 -- 2,626,963 13.4
James E. Hall(9).......................... 16,664 * -- 16,664 *
Robert J. Vanaria(10)..................... 43,055 * -- 43,055 *
T. Jack Risenhoover, II(11)............... 3,942 * -- 3,942 *
G. Fred DiBona............................ 31,666 * -- 31,666 *
Eugene Fife(12)........................... 31,666 * -- 31,666 *
Jeffrey H. Fox(13)........................ 2,077,497 13.5 500,000 1,577,497 8.1
</TABLE>

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<PAGE> 64

- ---------------
* Less than 1%.

(1) The number of shares beneficially owned by each stockholder is determined
under rules promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual or entity has sole or shared voting power or
investment power and any shares as to which the individual or entity has
the right to acquire beneficial ownership within 60 days after June 1, 1998
through the exercise of any stock option, warrant or other right. The
inclusion herein of such shares, however, does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of such
shares.

(2) Assumes no exercise of the U.S. Underwriters' over-allotment option. If the
U.S. Underwriters exercise their over-allotment option in full, AIS will
sell an additional 75,000 shares of Common Stock in the Offering.

(3) Consists of 1,052,661 shares held by General Atlantic Partners 28, L.P.
("GAP 28"), 3,768,830 shares held by General Atlantic Partners 38, L.P.
("GAP 38"), 504,674 shares held by General Atlantic Partners 47, L.P. ("GAP
47") and 929,090 shares held by GAP Coinvestment. The general partner of
GAP 28, GAP 38 and GAP 47 is General Atlantic Partners, LLC, a Delaware
limited liability company. The managing members of General Atlantic
Partners, LLC are the general partners of GAP Coinvestment Partners, L.P.
("GAP Coinvestment"). Messrs. Denning and Ford are both managing members of
General Atlantic Partners, LLC. Messrs. Denning and Ford disclaim
beneficial ownership of shares owned by GAP 28, GAP 38, GAP 47 and GAP
Coinvestment. Certain shares of Series D Convertible Preferred Stock held
by GAP 38, which are convertible into 60,236 shares of Common Stock upon
the closing of the Offering, are subject to options granted by GAP 38 to
AIS, and 10,463 shares of Series D Convertible Preferred Stock held by GAP
Coinvestment, which are convertible into 10,463 shares of Common Stock upon
the closing of the Offering, are subject to options granted by GAP
Coinvestment to AIS. See footnote (5) below.

(4) Mr. Harvey J. Wilson is the managing general partner of Wilfam and Mr.
Gregory L. Wilson, Mr. Harvey Wilson's son, is the investment manager for
Wilfam. Mr. Harvey J. Wilson and Mr. Gregory L. Wilson share voting and
dispositive control of the shares held by Wilfam.

(5) If the U.S. Underwriters exercise their over-allotment option in full, AIS
will sell an additional 75,000 shares of Common Stock in the Offering. In
connection with the Alltel Acquisition, affiliates of General Atlantic
Partners, LLC and Harvey Wilson agreed to grant to AIS options to purchase
103,602 shares of Series D Convertible Preferred Stock, at an exercise
price of $.01 per share and pursuant to option agreements to be entered
into after the closing of the Alltel Acquisition. On March 13, 1998, in
satisfaction of their earlier agreement (i) GAP 38 granted to AIS an option
to purchase 60,236 shares of Series D Convertible Preferred Stock held by
GAP 38, (ii) GAP Coinvestment granted to AIS an option to purchase 10,463
shares of Series D Convertible Preferred Stock held by GAP Coinvestment and
(iii) Wilfam granted to AIS an option to purchase 32,904 shares of Series D
Convertible Preferred Stock held by Wilfam. AIS may only exercise these
options if either of the holders of the Warrants exercises them to purchase
shares of Non-Voting Common Stock, in which case AIS may exercise the
options to purchase on an aggregate basis one share of Series D Convertible
Preferred Stock (each convertible into one share of Common Stock upon the
closing of the Offering) for each approximately 6.67 shares of Non-Voting
Common Stock issued pursuant to the Warrants. Following the Offering, the
options will be exercisable in the aggregate to purchase one share of
Common Stock for every approximately 6.67 shares of Non-Voting Common Stock
issued upon exercise of the Warrants. To the extent that AIS exercises the
options, the option shares will be transferred to AIS by GAP 38, GAP
Coinvestment and Wilfam on a pro rata basis. See "Description of Capital
Stock -- Warrants."

(6) Includes 503,803 shares of Non-Voting Common Stock issuable upon the
exercise of a warrant, all of which Non-Voting Common Stock is convertible
into Common Stock on a one-for-one basis. If the Offering is not closed by
July 31, 1998, the number of shares of Non-Voting Common Stock issuable
upon exercise of the warrant will be 601,771. See "Description of Capital
Stock -- Warrants."

(7) Includes 302,281 shares of Non-Voting Common Stock issuable upon the
exercise of a warrant, all of which Non-Voting Common Stock is convertible
into Common Stock on a one-for-one basis. If the Offering is not closed by
July 31, 1998, the number of shares of Non-Voting Common Stock issuable
upon exercise of the warrant will be 361,062. See "Description of Capital
Stock -- Warrants."

(8) Includes 2,126,288 shares held by Wilfam, Ltd. for which Mr. Wilson is the
managing general partner. Certain shares of Series D Convertible Preferred
Stock held by Wilfam, which are convertible into 32,903 shares of Common
Stock upon the closing of the Offering, are subject to options granted by
Wilfam to AIS. See footnote (5) above.

(9) Consists of 16,664 shares issuable upon exercise of stock options which are
exercisable within 60 days of June 1, 1998.

(10) Includes 9,722 shares issuable upon exercise of stock options which are
exercisable within 60 days of June 1, 1998.

(11) Consists of 3,942 shares issuable upon the exercise of stock options which
are exercisable within 60 days of June 1, 1998.

(12) Consists of 16,666 shares issuable upon the exercise of stock options which
are exercisable within 60 days of June 1, 1998.

(13) These shares are held by AIS. Mr. Fox is President of AIS. Mr. Fox
disclaims beneficial ownership of these shares.

(14) These shares are held by Partners. Mr. Pieper is a Vice President of
Partners. Mr. Pieper disclaims beneficial ownership of these shares.

(15) These shares are held by Motorola. Mr. Severns is a Senior Vice President
of Motorola. Mr. Severns disclaims beneficial ownership of these shares.

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<PAGE> 65

DESCRIPTION OF CAPITAL STOCK

After the filing of the Company's Third Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") upon the closing of
the Offering, the authorized capital stock of the Company will consist of
200,000,000 shares of Common Stock, 5,000,000 shares of Non-Voting Common Stock
and 5,000,000 shares of Preferred Stock, $.01 par value per share. As of June 1,
1998 (after giving effect to the Preferred Stock Redemption and the Preferred
Stock Conversion to be effected concurrently with the closing of the Offering),
there were outstanding (i) 14,464,806 shares of Common Stock held by 51
stockholders of record, (ii) 896,431 shares of Non-Voting Common Stock held by
two stockholders of record and (iii) no shares of Preferred Stock. Shares of
Non-Voting Common Stock may generally be converted at any time into shares of
Common Stock on a one-for-one basis, except as described below.

The following summary of certain provisions of the Common Stock, Non-Voting
Common Stock, Preferred Stock, Warrants, Restated Certificate of Incorporation
and Amended and Restated By-laws (the "By-laws") is not intended to be complete
and is qualified by reference to the provisions of applicable law and to the
Restated Certificate of Incorporation and By-laws and the Warrants included as
exhibits to the Registration Statement of which this Prospectus is a part. See
"Additional Information."

COMMON STOCK AND NON-VOTING COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Holders of Non-Voting Common Stock do not have voting rights other than
as provided by statute. Accordingly, holders of a majority of the shares of
Common Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of Common Stock and Non-Voting Common
Stock are entitled to receive ratably such dividends, if any, as may be declared
by the Board of Directors out of funds legally available therefor, subject to
any preferential dividend rights of outstanding Preferred Stock. Upon the
liquidation, dissolution or winding up of the Company, the holders of Common
Stock and Non-Voting Common Stock are entitled to receive ratably the net assets
of the Company available after the payment of all debts and other liabilities
and subject to the prior rights of any outstanding Preferred Stock. Holders of
Common Stock and Non-Voting Common Stock have no preemptive, subscription or
redemption rights. The outstanding shares of Common Stock and Non-Voting Common
Stock are, and the shares of Common Stock offered by the Company in this
Offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of Common Stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any
series of Preferred Stock which the Company may designate and issue in the
future. Certain holders of Common Stock and Non-Voting Common Stock have the
right to require the Company to effect the registration of their shares of
Common Stock, or the Common Stock into which the Non-Voting Common Stock is
convertible, as the case may be, in certain circumstances. See "-- Registration
Rights."

Shares of Non-Voting Common Stock may be converted, at the holder's option,
into shares of Common Stock at the rate of one share of Common Stock for each
share of Non-Voting Common Stock surrendered for conversion, subject to certain
adjustments. The holder can elect to convert all or any part of its Non-Voting
Common Stock at any time, except that, if the holder is subject to certain
federal banking regulations, the holder may only convert in connection with
specified sales of the Common Stock to be issued upon the conversion.

PREFERRED STOCK

Under the terms of the Restated Certificate of Incorporation, the Board of
Directors is authorized, subject to any limitations prescribed by law, without
stockholder approval, to issue up to 5,000,000 shares of Preferred Stock in one
or more series. Each such series of Preferred Stock shall have such rights,
preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall be determined by the Board of Directors. The purpose of authorizing the
Board of Directors to issue Preferred Stock and determine its rights and
preferences is to eliminate delays associated with a stockholder vote on
specific issuances. The issuance of Preferred Stock, while providing

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<PAGE> 66

desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. The Company has no
present plans to issue any shares of Preferred Stock.

WARRANTS

In January 1997, the Company issued two warrants (the "Warrants"), each
exercisable at a purchase price of $.01 per share, to purchase up to 1,124,822
and up to 674,893 shares of Non-Voting Common Stock, respectively, to First
Union and BT. The number of shares purchasable pursuant to each Warrant is
subject to adjustment based on the timing of the redemption of the Series B
Redeemable Preferred Stock, which will occur upon the closing of the Offering.
If the Offering is closed on or prior to July 31, 1998, the Warrants will be
exercisable for an aggregate of 806,084 shares. If the Offering is closed after
July 31, 1998 and on or before December 31, 1998, the Warrants will be
exercisable for an aggregate of 962,833 shares. In lieu of payment of the
exercise price, each warrantholder may elect to convert its Warrant, in whole or
in part, into shares of Non-Voting Common Stock having a value equal to the
value of the shares issuable at the time of the conversion less the aggregate
exercise price for such shares under the Warrant. Both Warrants expire on the
earlier of the third anniversary of the effective date of the registration
statement for the Offering or January 2007.

REGISTRATION RIGHTS

Pursuant to a Second Amended and Restated Registration Rights Agreement
(the "Registration Rights Agreement") dated January 28, 1998 among the Company
and certain of its stockholders (the "Rightsholders"), such Rightsholders will
be entitled, commencing six months after the effective date of the Offering, to
certain rights with respect to the registration under the Securities Act of a
total of approximately 16,790,233 shares of Common Stock (the "Registrable
Shares"), including shares issuable upon exercise of the Warrants. In general,
the Registration Rights Agreement provides the Rightsholders with demand and
incidental registration rights beginning no earlier than six months after the
Company has completed an initial public offering.

Certain of the Rightsholders, holding approximately 16,089,691 Registrable
Shares, may require the Company to prepare and file a registration statement
under the Securities Act with respect to their Registrable Shares if such
registration would result in an offering with net proceeds to the requesting
Rightsholder or Rightsholders of at least $5.0 million. In addition, one of the
Rightsholders may compel registration for a smaller amount if the offering is to
include all the shares of Company stock then owned by such Rightsholder, none of
which are then available for sale pursuant to Rule 144 under the Securities Act.
Two of the Rightsholders may each require the Company to prepare and file two
registration statements. Each of five other Rightsholders are entitled to one
such registration request. The Company is not required to file a demand
registration statement for six months after the effective date of this Offering
or within three months after the effective date of any other registration
statement, subject to certain restrictions.

Following the Offering, if the Company proposes to register any of its
securities under the Securities Act, the Rightsholders will be entitled to
include Registrable Shares in such offering, subject to the right of the
managing underwriter of any underwritten offering to limit for marketing reasons
the number of shares of Registrable Shares included in the offering. See "Shares
Eligible for Future Sale."

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person who, together

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<PAGE> 67

with affiliates and associates, owns, or within three years did own, 15% or more
of the corporation's voting stock.

The Restated Certificate of Incorporation provides for the division of the
Board of Directors into three classes as nearly equal in size as possible with
staggered three-year terms. See "Management -- Executive Officers, Directors and
Key Employees." In addition, the Restated Certificate of Incorporation provides
that directors may be removed only for cause by the affirmative vote of the
holders of 75% of the shares of capital stock of the Company entitled to vote.
Under the Restated Certificate of Incorporation, any vacancy on the Board of
Directors, however occurring, including a vacancy resulting from an enlargement
of the Board of Directors, may only be filled by vote of a majority of the
directors then in office. The limitations on the removal of directors and
filling of vacancies could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, control
of the Company.

The Restated Certificate of Incorporation also provides that any action
required or permitted to be taken by the stockholders of the Company at an
annual meeting or special meeting of stockholders may only be taken if it is
properly brought before such meeting and may not be taken by written action in
lieu of a meeting. The Restated Certificate of Incorporation further provides
that special meetings of the stockholders may only be called by the Chairman of
the Board, the President or the Board of Directors. Under the Company's By-
laws, in order for any matter to be considered "properly brought" before a
meeting, a stockholder must comply with certain requirements regarding advance
notice to the Company. The foregoing provisions could have the effect of
delaying, until the next stockholders meeting, stockholder actions which are
favored by the holders of a majority of the outstanding voting securities of the
Company. These provisions may also discourage another person or entity from
making a tender offer for the Common Stock, because such person or entity, even
if it acquired a majority of the outstanding voting securities of the Company,
would be able to take action as a stockholder (such as electing new directors or
approving a merger) only at a duly called stockholders' meeting, and not by
written consent.

The General Corporation Law of Delaware provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or by-laws,
unless a corporation's certificate of incorporation or by-laws, as the case may
be, requires a greater percentage. The Restated Certificate of Incorporation and
the By-laws require the affirmative vote of the holders of at least 75% of the
shares of capital stock of the Company issued and outstanding and entitled to
vote, to amend or repeal any of the provisions described in the prior two
paragraphs.

The Restated Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain circumstances
involving wrongful acts, such as the breach of a director's duty of loyalty, or
acts or omissions which involve intentional misconduct or a knowing violation of
law. Further, the Restated Certificate of Incorporation contains provisions to
indemnify the Company's directors and officers to the fullest extent permitted
by the General Corporation Law of Delaware. The Company believes that these
provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is BankBoston, N.A.

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<PAGE> 68

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no public market for the securities
of the Company. Upon completion of the Offering, based upon the number of shares
outstanding at June 1, 1998, there will be 19,561,237 shares of Common Stock of
the Company outstanding (assuming no exercise of the U.S. Underwriters'
over-allotment option or outstanding warrants or options of the Company). Of
these shares, the 4,700,000 shares sold in the Offering will be freely tradeable
without restriction or further registration under the Securities Act of 1933, as
amended (the "Securities Act"), except that any shares purchased by "affiliates"
of the Company, as that term is defined in Rule 144 ("Rule 144") under the
Securities Act ("Affiliates"), may generally only be sold in compliance with the
limitations of Rule 144 described below.

The remaining 14,861,237 shares of Common Stock are deemed "restricted
securities" under Rule 144. Of the restricted securities, 4,998 shares of Common
Stock, which are not subject to the 180-day lock-up agreements (the "Lock-up
Agreements") with the Representatives of the Underwriters, will be eligible for
immediate sale in the public market pursuant to Rule 144(k) under the Securities
Act. An additional 19,661 shares of Common Stock, which are not subject to
Lock-up Agreements, will be eligible for sale in the public market in accordance
with Rule 144 or Rule 701 under the Securities Act beginning 90 days after the
date of this Prospectus. Upon expiration of the Lock-up Agreements 180 days
after the date of this Prospectus, 13,259,081 additional shares of Common Stock
will be available for sale in the public market, subject to the provisions of
Rule 144 under the Securities Act. Upon the expiration of the lock-up
arrangement described below covering the shares held by AIS, which will occur
360 days from the effective date of the Offering, 1,577,497 additional shares of
Common Stock will be available for sale in the public market.

The Company and certain stockholders, including AIS, who will hold
14,836,578 shares of Common Stock in the aggregate immediately following the
closing of the Offering, have agreed that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, they will not,
during the period ending 180 days after the date of this Prospectus, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (other than any such transaction between any such
stockholder and any affiliate thereof so long as, on or before the date of such
transaction, such affiliate has also agreed to be bound by the restrictions set
forth in this paragraph) or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise.

In addition, AIS, which will hold 1,577,497 shares of Common Stock
following the closing of the Offering (assuming no exercise of the U.S.
Underwriters' over-allotment option), has agreed as part of the Alltel
Renegotiation that, for an additional period beginning 181 days after the date
of this Prospectus and ending 360 days from the effective date of the Offering,
it will not effect any public sale or distribution of any Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock,
except pursuant to the exercise of incidental registration rights under the
Registration Rights Agreement. See "Certain Transactions -- The Alltel
Acquisition and Renegotiation" and "Description of Capital Stock -- Registration
Rights." The restrictions described in this paragraph do not apply to the sale
of Shares to the Underwriters by the Selling Stockholder.

In accordance with the terms of the Stockholders Agreement, Motorola may
not sell or transfer any shares of the Company's capital stock owned by it until
January 28, 2000, except that Motorola may sell or transfer its shares pursuant
to incidental registration rights granted under the Registration Rights
Agreement beginning on October 28, 1999. As of June 1, 1998, Motorola held
1,000,000 shares of Common Stock.

In general, under Rule 144 as currently in effect, beginning 90 days after
the effective date of the Registration Statement of which this Prospectus is a
part, a stockholder, including an Affiliate, who has beneficially owned his or
her restricted securities (as that term is defined in Rule 144) for at least one
year

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<PAGE> 69

from the later of the date such securities were acquired from the Company, or
(if applicable) the date they were acquired from an Affiliate, is entitled to
sell, within any three-month period, a number of such shares that does not
exceed the greater of 1% of the then outstanding shares of Common Stock
(approximately 195,612 shares immediately after the Offering) or the average
weekly trading volume in the Common Stock during the four calendar weeks
preceding the date on which notice of such sale was filed under Rule 144,
provided certain requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, under Rule 144(k),
if a period of at least two years has elapsed between the later of the date
restricted securities were acquired from the Company, or (if applicable) the
date they were acquired from an Affiliate of the Company, a stockholder who is
not an Affiliate of the Company at the time of sale and has not been an
Affiliate of the Company for at least three months prior to the sale is entitled
to sell the shares immediately without compliance with the foregoing
requirements under Rule 144.

Securities issued in reliance on Rule 701 (such as shares of Common Stock
acquired pursuant to the exercise of certain options granted under the Company's
stock plans) are also restricted securities and, beginning 90 days after the
effective date of the Registration Statement of which this Prospectus is a part,
may be sold by stockholders other than Affiliates of the Company subject only to
the manner of sale provisions of Rule 144 and by Affiliates under Rule 144
without compliance with its one-year holding period requirement.

The Company intends to file registration statements on Form S-8 under the
Securities Act to register all shares of Common Stock issuable under the 1996
Stock Plan, the Incentive Plan and the Purchase Plan. Shares issued upon the
exercise of stock options after the effective date of the Form S-8 registration
statements will be eligible for resale in the public market without restriction,
subject to Rule 144 limitations applicable to Affiliates and the lock-up
agreements noted above, if applicable.

Prior to the Offering, there has been no public market for the Common
Stock, and no prediction can be made as to the effect, if any, that market sales
of shares of Common Stock or the availability of shares for sale will have on
the market price of the Common Stock prevailing from time to time. Nevertheless,
sales of significant numbers of shares of the Common Stock in the public market
could adversely affect the market price of the Common Stock and could impair the
Company's future ability to raise capital through an offering of its equity
securities.

Pursuant to the Registration Rights Agreement, certain holders of the
Company's stock, holding an aggregate of 16,790,233 shares of Common Stock,
including shares issuable on exercise of the Warrants, will have the ability to
require the Company to register their shares of Common Stock, subject to certain
restrictions. See "Description of Capital Stock -- Registration Rights."

66
<PAGE> 70

UNDERWRITERS

Under the terms and subject to the conditions in the Underwriting Agreement
dated the date hereof (the "Underwriting Agreement"), the U.S. Underwriters
named below for whom Morgan Stanley & Co. Incorporated, BancAmerica Robertson
Stephens, Lehman Brothers Inc. and Smith Barney Inc. are acting as U.S.
Representatives, and the International Underwriters named below for whom Morgan
Stanley & Co. International Limited, BA Robertson Stephens International
Limited, Lehman Brothers International (Europe), and Smith Barney Inc. are
acting as International Representatives, have severally agreed to purchase, and
the Company and the Selling Stockholder have agreed to sell to them, the
respective number of shares of Common Stock set forth opposite the names of such
Underwriters below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated ........................
BancAmerica Robertson Stephens............................
Lehman Brothers Inc. .....................................
Smith Barney Inc. ........................................

---------
Subtotal............................................... 3,760,000
---------
International Underwriters:
Morgan Stanley & Co. International Limited................
BA Robertson Stephens International Limited...............
Lehman Brothers International (Europe)....................
Smith Barney Inc. ........................................

---------
Subtotal............................................... 940,000
---------
Total............................................. 4,700,000
=========
</TABLE>

The U.S. Underwriters and the International Underwriters, and the U.S.
Representatives and the International Representatives, are collectively referred
to as the "Underwriters" and the "Representatives," respectively. The
Underwriting Agreement provides that the obligations of the several Underwriters
to pay for and accept delivery of the shares of Common Stock offered hereby are
subject to the approval of certain legal matters by their counsel and to certain
other conditions. The Underwriters are obligated to take and pay for all of the
shares of Common Stock offered hereby (other than those covered by the U.S.
Underwriters' over-allotment option described below) if any such shares are
taken.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any Shares (as defined herein) for the account of anyone
other than a United States or Canadian Person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
Shares or distribute any prospectus relating to the Shares outside the United
States or Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any Shares for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any Shares or distribute any prospectus
relating to the Shares in the United

67
<PAGE> 71

States or Canada or to any United States or Canadian Person. With respect to any
Underwriter that is a U.S. Underwriter and an International Underwriter, the
foregoing representations and agreements (i) made by it in its capacity as a
U.S. Underwriter apply only to it in its capacity as a U.S. Underwriter and (ii)
made by it in its capacity as an International Underwriter apply only to it in
its capacity as an International Underwriter. The foregoing limitations do not
apply to stabilization transactions or to certain other transactions specified
in the Agreement between U.S. and International Underwriters. As used herein,
"United States or Canadian Person" means any national or resident of the United
States or Canada, or any corporation, pension, profit-sharing or other trust or
other entity organized under the laws of the United States or Canada or of any
political subdivision thereof (other than a branch located outside the United
States and Canada of any United States or Canadian Person), and includes any
United States or Canadian branch of a person who is otherwise not a United
States or Canadian Person. All shares of Common Stock to be purchased by the
Underwriters under the Underwriting Agreement are referred to herein as the
"Shares."

Pursuant to the Agreement between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and International Underwriters
of any number of Shares as may be mutually agreed. The per share price of any
Shares sold shall be the public offering price set forth on the cover page
hereof, in U.S. dollars, less an amount not greater than the per share amount of
the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any Shares, directly or indirectly, in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and has
represented that any offer or sale of Shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
of the Shares a notice stating in substance that, by purchasing such Shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such Shares in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and that
any offer or sale of Shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom it sells any of such Shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the date six months after the closing date for the sale of
the Shares to the International Underwriters, will not offer or sell, any Shares
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Shares in, from, or otherwise involving
the United Kingdom; and (iii) it has only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it in connection
with the offering of the Shares to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has further represented that it has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the Shares acquired in
connection with the distribution contemplated hereby, except for offers or sales
to Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of the Shares, a notice stating in substance that, by purchasing
such Shares, such dealer represents and agrees that it has not offered or sold,
and will not offer

68
<PAGE> 72

or sell, any of such Shares, directly or indirectly, in Japan or to or for the
account of any resident thereof except for offers or sales to Japanese
International Underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law and otherwise
in compliance with applicable provisions of Japanese law, and that such dealer
will send to any other dealer to whom it sells any of such Shares a notice
containing substantially the same statement as is contained in this sentence.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ a share under the public offering price. Any Underwriter
may allow, and such dealers may reallow, a concession not in excess of $ a
share to other Underwriters or to certain other dealers. After the initial
offering of the shares of Common Stock, the offering price and other selling
terms may from time to time be varied by the Representatives.

Pursuant to the Underwriting Agreement, the Company and the Selling
Stockholder have granted to the U.S. Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to 630,000 and 75,000
additional shares of Common Stock, respectively, at the public offering price
set forth on the cover page hereof, less underwriting discounts and commissions.
The U.S. Underwriters may exercise such option to purchase solely for the
purpose of covering overallotments, if any, made in connection with the
Offering. To the extent such option is exercised, each U.S. Underwriter will
become obligated, subject to certain conditions, to purchase approximately the
same percentage of such additional shares of Common Stock as the number set
forth next to such U.S. Underwriter's name in the preceding table bears to the
total number of shares of Common Stock set forth next to the names of all U.S.
Underwriters in the preceding table.

The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "ECLP."

At the request of the Company, the Underwriters have reserved up to 235,000
shares of Common Stock offered hereby for sale to directors, officers,
employees, business associates and related persons of the Company at the initial
public offering price. The number of shares available in the Offering will be
reduced to the extent any such persons purchase such reserved shares. Any
reserved shares not so purchased will be offered by the Underwriters on the same
basis as the other shares of Common Stock offered hereby.

69
<PAGE> 73

The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Common Stock offered by them.

In order to facilitate the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may over-allot in connection with
the Offering, creating a short position in the Common Stock for their own
account. In addition, to cover over-allotments or to stabilize the price of the
Common Stock, the Underwriters may bid for, and purchase, shares of Common Stock
in the open market. Finally, the underwriting syndicate may reclaim selling
concessions allowed to an Underwriter or a dealer for distributing the Common
Stock in the Offering, if the syndicate repurchases previously distributed
Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

The Company, the Selling Stockholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

PRICING OF OFFERING

Prior to the Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price will be determined by
negotiation between the Company and the Representatives. Among the factors to be
considered in determining the initial public offering price will be the
Company's record of operations, the Company's current financial condition and
future prospects, the experience of its management, the economics of the
industry in general, the general condition of the equity securities markets and
the market prices of similar securities of companies considered comparable to
the Company. There can be no assurance that a regular trading market for the
shares of Common Stock will develop after the Offering or, if developed, that a
public trading market can be sustained. There can be no assurance that the
prices at which the Common Stock will sell in the public market after the
Offering will not be lower than the price at which it is offered by the
Underwriters in the Offering.

LEGAL MATTERS

The validity of the shares of Common Stock offered by the Company hereby
will be passed upon for the Company by Hale and Dorr LLP, Washington, D.C., and
for the Underwriters by Davis Polk & Wardwell, New York, New York.

EXPERTS

The financial statements of Eclipsys Corporation as of December 31, 1997
and 1996 and for each of the two years in the period ended December 31, 1997
included in this Prospectus have been so included in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of ALLTEL Healthcare Information Services, Inc. as
of January 23, 1997, December 31, 1996 and 1995 and for the period from January
1, 1997 through January 23, 1997 and each of the two years in the period ended
December 31, 1996 included in this Prospectus have been so included in reliance
on the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The financial statements of SDK Healthcare Information Systems as of April
30, 1997 and 1996 and for each of the years in the two-year period ended April
30, 1997 included in this registration statement have been examined by KPMG Peat
Marwick LLP, independent certified public accountants. Such financial statements
have been included in the registration statement in reliance upon the reports
with respect thereto of KPMG Peat Marwick LLP, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

70
<PAGE> 74

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (which term shall include all amendments,
exhibits, schedules and supplements thereto) on Form S-1 under the Securities
Act with respect to the shares of Common Stock offered hereby. This Prospectus,
which constitutes a part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission, to
which Registration Statement reference is hereby made. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. The Registration Statement and the exhibits thereto may be
inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the Commission
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
In addition, the Company is required to file electronic versions of these
documents with the Commission through the Commission's Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system. The Commission maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.

71
<PAGE> 75

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Eclipsys Corporation:
Report of Independent Accountants......................... F-2
Consolidated Balance Sheets as of December 31, 1996 and
1997, and March 31, 1998 (unaudited).................. F-3
Consolidated Statements of Operations for the years
ended December 31, 1996 and 1997 and the three months
ended March 31, 1997 and 1998 (unaudited)............. F-4
Consolidated Statements of Stockholders' Equity
(Deficit) for the years ended December 31, 1996 and
1997 and the three months ended March 31, 1998
(unaudited)........................................... F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1996 and 1997 and the three months
ended March 31, 1997 and 1998 (unaudited)............. F-6
Notes to Consolidated Financial Statements............. F-7
ALLTEL Healthcare Information Services, Inc.:
Report of Independent Accountants...................... F-24
Consolidated Balance Sheets as of December 31, 1995 and
1996.................................................. F-25
Consolidated Statements of Operations for the years
ended December 31, 1995 and 1996 and the period from
January 1, 1997 through January 23, 1997.............. F-26
Consolidated Statements of Shareholder's Deficit for
the years ended December 31, 1995 and 1996 and the
period from January 1, 1997 through January 23, 1997.. F-27
Consolidated Statements of Cash Flows for the years
ended December 31, 1995 and 1996 and the period from
January 1, 1997 through January 23, 1997.............. F-28
Notes to Consolidated Financial Statements............. F-29
SDK Healthcare Information Systems:
Independent Auditors' Report........................... F-36
Balance Sheets as of April 30, 1997 and 1996........... F-37
Statements of Operations and Retained Earnings for the
years ended April 30, 1997 and 1996................... F-38
Statements of Cash Flows for the years ended April 30,
1997 and 1996......................................... F-39
Notes to Financial Statements.......................... F-40
</TABLE>

F-1
<PAGE> 76

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
and Shareholders of Eclipsys Corporation

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of changes in shareholders'
equity (deficit) and of cash flows present fairly, in all material respects, the
financial position of Eclipsys Corporation and its subsidiaries at December 31,
1996 and 1997, and the results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Atlanta, Georgia

April 20, 1998, except as to Note 13,
which is as of June 9, 1998

F-2
<PAGE> 77

ECLIPSYS CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1998
------------------- ---------------------
1996 1997 ACTUAL PRO FORMA
------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 4,589 $ 4,786 $ 5,854 $ 5,854
Accounts receivable, net of allowance for doubtful
accounts of $0, $1,739, $1,815 and $1,815............... 190 30,969 33,077 33,077
Inventory................................................. -- 866 666 666
Other current assets...................................... 59 1,114 8,299 8,299
------- --------- --------- ---------
Total current assets.................................... 4,838 37,735 47,896 47,896
Property and equipment, net................................. 322 9,517 11,975 11,975
Capitalized software development costs...................... -- 1,591 2,487 2,487
Acquired technology, net.................................... -- 23,739 23,987 23,987
Intangible assets, net...................................... -- 26,177 16,135 16,135
Other assets................................................ 580 3,832 3,946 3,946
------- --------- --------- ---------
Total assets............................................ $ 5,740 $ 102,591 $ 106,426 $ 106,426
======= ========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt...................... $ -- $ 12,794 $ 3,794 $ 3,794
Deferred revenue.......................................... -- 25,295 30,418 30,418
Other current liabilities................................. 882 31,150 33,243 33,243
------- --------- --------- ---------
Total current liabilities............................... 882 69,239 67,455 67,455
Deferred revenue............................................ 6,966 9,666 9,666
Other long-term liabilities................................. 57 9,480 3,772 3,772
Long-term debt.............................................. -- 3,794 12,794 12,794
------- --------- --------- ---------
Total liabilities....................................... 939 89,479 93,687 93,687
------- --------- --------- ---------
Mandatorily redeemable preferred stock (Note 5)............. -- 35,607 29,178 29,178
------- --------- --------- ---------
Commitments and contingencies (Note 11)
Shareholders' equity (deficit)
Preferred stock:
Series A, $.01 par value, 1,000,000 shares authorized;
issued and outstanding 1,000,000, $6 per share
liquidation preference................................ 10 -- -- --
Series D, $.01 par value, 7,200,000 shares authorized;
issued and outstanding 7,058,786, $12.55 per share
liquidation preference................................ -- 71 71 --
Series E, $.01 par value, 920,000 shares authorized;
issued and outstanding 896,431, $12.55 per share
liquidation preference................................ -- 9 9 --
Series F, $.01 par value, 1,530,000 shares authorized;
issued and outstanding 1,478,097, $6 per share
liquidation preference................................ -- 15 15 --
Series G, $.01 par value, 900,000 shares authorized;
issued and outstanding 0 and 900,000, $9 per share
liquidation preference................................ -- -- 9 --
Common stock:
Voting, $.01 par value, 30,000,000 and 50,000,000
authorized; issued and outstanding 3,626,662,
4,198,730, 5,289,098 and 14,425,980................... 36 42 53 144
Non-Voting, $.01 par value, 3,000,000 shares authorized;
issued and outstanding 0, 0, 0 and 896,431............ -- -- -- 9
Additional paid-in capital................................ 6,492 114,295 131,406 131,410
Unearned compensation..................................... (266) (250) (232) (232)
Accumulated deficit....................................... (1,471) (136,705) (147,809) (147,809)
Accumulated other comprehensive income.................... -- 28 39 39
------- --------- --------- ---------
Total shareholders' equity (deficit).................... 4,801 (22,495) (16,439) (16,439)
------- --------- --------- ---------
Total liabilities and shareholders' equity (deficit).... $ 5,740 $ 102,591 $ 106,426 $ 106,426
======= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 78

ECLIPSYS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
--------------------- ---------------------
1996 1997 1997 1998
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Systems and services........................... $ -- $ 89,722 $ 17,023 $ 27,005
Hardware....................................... -- 4,355 622 2,290
--------- --------- --------- ---------
Total revenues.............................. -- 94,077 17,645 29,295
--------- --------- --------- ---------
Costs and expenses:
Cost of systems and services revenues.......... -- 75,334 16,546 16,493
Cost of hardware revenues...................... -- 2,953 502 1,977
Marketing and sales............................ 770 13,662 3,128 4,211
Research and development....................... 222 15,714 4,698 6,112
General and administrative..................... 603 5,672 784 1,616
Depreciation and amortization.................. 32 9,134 2,183 2,512
Write-off of in-process research and
development (Note 6)........................ -- 105,688 98,700 --
Write-off of MSA............................... -- -- -- 7,193
--------- --------- --------- ---------
Total costs and expenses.................... 1,627 228,157 126,541 40,114
--------- --------- --------- ---------
Loss from operations............................. (1,627) (134,080) (108,896) (10,819)
Interest expense (income), net................... (156) 1,154 111 285
--------- --------- --------- ---------
Net loss......................................... (1,471) (135,234) (109,007) (11,104)
Dividends and accretion on mandatorily redeemable
preferred stock................................ -- (5,850) (1,020) (1,335)
Preferred stock conversion....................... -- (3,105) (3,105) --
--------- --------- --------- ---------
Net loss available to common shareholders........ $ (1,471) $(144,189) (113,132) (12,439)
========= ========= ========= =========
Basic and diluted net loss per common share...... $ (0.49) $ (40.91) $ (34.75) $ (2.72)
========= ========= ========= =========
Weighted average common shares outstanding....... 3,022,660 3,524,313 3,256,053 4,573,455
========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE> 79

ECLIPSYS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
PREFERRED STOCK
-----------------------------------------------------------
COMMON STOCK SERIES A SERIES D SERIES E
------------------ ------------------- ------------------ ----------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
--------- ------ ---------- ------ --------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital contribution at December 22, 1995
(inception date)............................ 520,000 $ 5
--------- --- ---------- ---- --------- --- ------- --
Balance at December 31, 1995................... 520,000 5
Capital contribution.......................... 2,008,373 20
Stock grants.................................. 109,999 1
Issuance of Series A Preferred stock.......... 1,000,000 $ 10
Issuance of common stock...................... 988,290 10
Issuance of stock options.....................
Compensation expense recognized...............
Net loss......................................
--------- --- ---------- ---- --------- --- ------- --
Balance at December 31, 1996................... 3,626,662 36 1,000,000 10
Issuance of Series D Preferred stock.......... 4,981,289 $50
Acquisition of Alltel......................... 2,077,497 21
Issuance of Series E Preferred stock.......... 896,431 $9
Issuance of common stock warrants.............
Exchange of Series A for Series F............. (1,000,000) (10)
Acquisition of SDK............................ 499,997 5
Stock option exercises........................ 57,071 1
Stock grants.................................. 15,000
Dividends and accretion on mandatorily
redeemable preferred stock..................
Issuance of stock options.....................
Compensation expense recognized...............
Comprehensive income:
Net loss....................................
Foreign currency translation adjustment.....
Other comprehensive income..................
Comprehensive Income..........................
--------- --- ---------- ---- --------- --- ------- --
Balance at December 31, 1997................... 4,198,730 42 -- -- 7,058,786 71 896,431 9
--------- --- ---------- ---- --------- --- ------- --
EMTEK acquisition............................. 1,000,000 10
Issuance of Series G Preferred Stock..........
Stock option exercises........................ 90,368 1
Dividends and accretion on mandatorily
redeemable preferred stock..................
Compensation expense recognized...............
Comprehensive income:
Net loss....................................
Foreign currency translation adjustment.....
Other comprehensive income..................
Comprehensive Income..........................
--------- --- ---------- ---- --------- --- ------- --
Balance at March 31, 1998 (unaudited)......... 5,289,098 $53 -- $ -- 7,058,786 $71 896,431 $9
========= === ========== ==== ========= === ======= ==

<CAPTION>
PREFERRED STOCK
-------------------------------------
SERIES F SERIES G ADDITIONAL
------------------ ---------------- PAID-IN UNEARNED ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL COMPENSATION DEFICIT
--------- ------ ------- ------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Capital contribution at December 22, 1995
(inception date)............................ $ 45
--------- --- ------- -- -------- ----- ---------
Balance at December 31, 1995................... 45
Capital contribution.......................... 178
Stock grants..................................
Issuance of Series A Preferred stock.......... 5,991
Issuance of common stock...................... (10) --
Issuance of stock options..................... 288 $(288)
Compensation expense recognized............... 22
Net loss...................................... $ (1,471)
--------- --- ------- -- -------- ----- ---------
Balance at December 31, 1996................... 6,492 (266) (1,471)
Issuance of Series D Preferred stock.......... 62,464
Acquisition of Alltel......................... 26,051
Issuance of Series E Preferred stock.......... 11,241
Issuance of common stock warrants............. 10,501
Exchange of Series A for Series F............. 1,478,097 $15 (5)
Acquisition of SDK............................ 3,243
Stock option exercises........................ 6
Stock grants.................................. 97
Dividends and accretion on mandatorily
redeemable preferred stock.................. (5,850)
Issuance of stock options..................... 55 (55)
Compensation expense recognized............... 71
Comprehensive income:
Net loss.................................... (135,234)
Foreign currency translation adjustment.....
Other comprehensive income..................
Comprehensive Income..........................
--------- --- ------- -- -------- ----- ---------
Balance at December 31, 1997................... 1,478,097 15 114,295 (250) (136,705)
--------- --- ------- -- -------- ----- ---------
EMTEK acquisition............................. 9,050
Issuance of Series G Preferred Stock.......... 900,000 $9 8,991
Stock option exercises........................ 405
Dividends and accretion on mandatorily
redeemable preferred stock.................. (1,335)
Compensation expense recognized............... 18
Comprehensive income:
Net loss.................................... (11,104)
Foreign currency translation adjustment.....
Other comprehensive income..................
Comprehensive Income..........................
--------- --- ------- -- -------- ----- ---------
Balance at March 31, 1998 (unaudited)......... 1,478,097 $15 900,000 $9 $131,406 $(232) $(147,809)
========= === ======= == ======== ===== =========

ACCUMULATED
OTHER
COMPREHENSIVE COMPREHENSIVE
INCOME INCOME TOTAL
------------- ------------- --------
<S> <C> <C> <C>
Capital contribution at December 22, 1995
(inception date)............................ $ 50
--------- --------
Balance at December 31, 1995................... 50
Capital contribution.......................... 198
Stock grants.................................. 1
Issuance of Series A Preferred stock.......... 6,001
Issuance of common stock......................
Issuance of stock options..................... --
Compensation expense recognized............... 22
Net loss...................................... (1,471)
--------- --------
Balance at December 31, 1996................... 4,801
Issuance of Series D Preferred stock.......... 62,514
Acquisition of Alltel......................... 26,072
Issuance of Series E Preferred stock.......... 11,250
Issuance of common stock warrants............. 10,501
Exchange of Series A for Series F............. --
Acquisition of SDK............................ 3,248
Stock option exercises........................ 7
Stock grants.................................. 97
Dividends and accretion on mandatorily
redeemable preferred stock.................. (5,850)
Issuance of stock options..................... --
Compensation expense recognized............... 71
Comprehensive income:
Net loss.................................... (135,234) (135,234)
Foreign currency translation adjustment..... 28 28 28
--------
Other comprehensive income.................. 28
--------
Comprehensive Income.......................... (135,206)
-------- --------- --------
Balance at December 31, 1997................... 28 (22,495)
--------- --------
EMTEK acquisition............................. 9,060
Issuance of Series G Preferred Stock.......... 9,000
Stock option exercises........................ 406
Dividends and accretion on mandatorily
redeemable preferred stock.................. (1,335)
Compensation expense recognized............... 18
Comprehensive income:
Net loss.................................... (11,104) (11,104)
Foreign currency translation adjustment..... 11 11 11
--------
Other comprehensive income.................. 11
--------
Comprehensive Income.......................... (11,093)
-------- --------- --------
Balance at March 31, 1998 (unaudited)......... $ 39 $(16,439)
========= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 80

ECLIPSYS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------- --------------------
1996 1997 1997 1998
------- --------- --------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Operating activities:
Net loss......................................... $(1,471) $(135,234) $(109,007) $(11,104)
------- --------- --------- --------
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization................. 32 29,297 5,790 6,491
Provision for bad debts....................... -- 600 150 225
Loss on disposal of property and equipment.... -- 557 570 --
Write off of in-process research and
development................................. -- 105,688 98,700 --
Write-off of MSA intangible asset............. -- -- -- 7,193
Stock compensation expense.................... 22 168 18 18
Changes in operating assets and liabilities,
net of acquisitions:
Accounts receivable......................... (190) (816) 2,869 2,449
Inventory................................... -- 655 256 200
Other current assets........................ (59) (276) 176 2,665
Other assets................................ (34) (71) 371 (114)
Deferred revenue............................ -- (2,044) (2,815) 2,774
Other current liabilities................... 882 2,196 1,372 (595)
Other long-term liabilities................. 57 348 2,407 (9)
------- --------- --------- --------
Total adjustments........................ 710 136,302 109,864 21,297
------- --------- --------- --------
Net cash provided (used) by operating
activities.................................. (761) 1,068 857 10,193
------- --------- --------- --------
Investing activities:
Purchase of property and equipment, net of
acquisitions.................................. (354) (3,096) (579) (1,646)
Capitalized software development costs........... -- (1,591) -- (896)
Acquisitions, net of cash acquired............... -- (108,983) (106,822) --
Changes in other assets.......................... (546) -- -- (16,000)
------- --------- --------- --------
Net cash used in investing activities......... (900) (113,670) (107,401) (18,542)
------- --------- --------- --------
Financing activities:
Borrowings....................................... -- 10,000 10,000 9,000
Payments on borrowings........................... -- (1,000) -- (9,000)
Sale of common stock............................. 199 7 -- 406
Sale of convertible preferred stock.............. 6,001 73,764 73,764 9,000
Sale of mandatorily redeemable preferred stock... -- 30,000 30,000 --
------- --------- --------- --------
Net cash provided by financing activities..... 6,200 112,771 113,764 9,406
------- --------- --------- --------
Effect of exchange rate changes on cash and cash
equivalents...................................... -- 28 5 11
------- --------- --------- --------
Net increase in cash and cash equivalents..... 4,539 197 7,225 1,068
Cash and cash equivalents, beginning of year....... 50 4,589 4,589 4,786
------- --------- --------- --------
Cash and cash equivalents, end of year............. $ 4,589 $ 4,786 $ 11,814 $ 5,854
======= ========= ========= ========
Cash paid for interest............................. $ -- $ 978 $ -- $ 741
======= ========= ========= ========
Cash paid for income taxes......................... $ -- $ -- $ -- $ --
======= ========= ========= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE> 81

ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Eclipsys Corporation ("Eclipsys") and its subsidiaries (collectively, the
"Company") is a healthcare information technology solutions provider which was
formed in December 1995 and commenced operations in January 1996. The Company
provides, on an integrated basis, enterprise-wide, clinical patient care and
financial software solutions to healthcare organizations. Additionally, Eclipsys
provides other information technology solutions including outsourcing, remote
processing, networking technologies and other related services.

Subsequent to December 31, 1996, the Company made the following
acquisitions (Note 6):

Effective January 24, 1997, ALLTEL Healthcare Information Services, Inc.
("Alltel"), a wholly-owned subsidiary of ALLTEL Information Services,
Inc. ("AIS")

Effective June 26, 1997, SDK Healthcare Information Systems ("SDK")

These acquisitions have been accounted for as purchases and accordingly the
accompanying financial statements reflect the results of operations of these
businesses from the date acquired.

Effective January 30, 1998, the Company acquired the net assets of the
North American operations of the Emtek Healthcare Division of Motorola, Inc.
("Emtek").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of Eclipsys and its
wholly-owned subsidiaries. All significant intercompany transactions have been
eliminated in consolidation.

FINANCIAL STATEMENT PRESENTATION

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and disclosures of contingent assets and liabilities. The
estimates and assumptions used in the accompanying consolidated financial
statements are based upon management's evaluation of the relevant facts and
circumstances as of the date of the financial statements. Actual results could
differ from those estimates.

The unaudited pro forma balance sheet as of March 31, 1998 gives effect to
the conversion of the Company's Series D, E, F and G Convertible Preferred Stock
as if such conversion occurred as of March 31, 1998. Such preferred stock is
automatically convertible upon an initial public offering ("IPO") of the
Company's Common Stock (Notes 5 and 13).

CASH AND CASH EQUIVALENTS

For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid investments with an original maturity of three
months or less to be cash equivalents.

REVENUE RECOGNITION

The Company's products are sold to customers based on long-term contractual
agreements. Revenues are derived from the licensing of computer software,
software and hardware maintenance, remote processing and outsourcing, training,
implementation assistance, consulting, and the sale of computer hardware.

F-7
<PAGE> 82
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SYSTEMS AND SERVICES

For contracts in which the Company is required to make significant
production, modification, or customization changes, revenues from software
license fees are recognized using the percentage-of-completion method over the
implementation period of the contracts based on implementation hours incurred.
Other software license fees are generally recognized on a straight-line basis
over the term of the licensing and maintenance agreements, which range from five
to seven years. Remote processing and outsourcing services are marketed under
long-term agreements generally over periods from five to seven years and
revenues are recognized monthly as the work is performed. Software maintenance
fees are marketed under annual and multi-year agreements and are recognized
ratably over the term of the agreements. Implementation revenues are recognized
as the services are performed or on a percentage-of-completion basis for fixed
fee arrangements. Hardware maintenance revenues are billed and recognized
monthly over the term of agreements. Revenues related to other support services,
such as training, consulting, and implementation, are recognized when the
services are performed.

The Company warrants its products will perform in accordance with
specifications as outlined in the respective customer contracts. The Company
records a reserve for warranty costs at the time it recognizes revenue.
Historically, warranty costs have been minimal.

The Company accrues for product returns at the time it recognizes revenue,
based on actual experience. Historically, product return costs have been
minimal.

HARDWARE SALES

Hardware sales are recognized upon shipment of the product to the customer.

UNBILLED ACCOUNTS RECEIVABLE

Unbilled accounts receivable represent amounts owed to the Company under
noncancelable agreements for software license fees with extended payment terms
and computer hardware purchases which have been financed over extended payment
terms. The current portion of unbilled accounts receivable of $3.9 million as of
December 31, 1997 is included in accounts receivable in the accompanying
financial statements. The non-current portion of unbilled accounts receivable of
$1.8 million as of December 31, 1997 is included in other assets in the
accompanying financial statements. The non-current portion of unbilled accounts
receivable provides for payment terms that generally range from three to five
years and carry annual interest rates ranging from 7% to 10%. The Company
recognizes revenue in advance of billings under certain of its non-cancelable
long-term contracts that contain extended payment terms. The Company does not
have any obligation to refund any portion of its fees and has a history of
enforcement and collection of amounts due under such arrangements. Payments owed
under contracts with extended payment terms are due in accordance with the terms
of the respective contract. Historically, the Company has had minimal write-offs
of amounts due under such arrangements.

Additionally, included in unbilled accounts receivable are costs and
earnings in excess of billings related to certain software license fee
arrangements which are being recognized on a percentage-of-completion basis.
These amounts totaled approximately $1.0 million as of December 31, 1997.

INVENTORY

Inventory consists of computer parts and peripherals and is stated at the
lower of cost or market. Cost is determined using the first-in, first-out
method.

F-8
<PAGE> 83
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization
are provided using the straight-line method over the estimated useful lives,
which range from two to ten years. Computer equipment is depreciated over two to
five years. Office equipment is depreciated over two to ten years. Purchased
software for internal use is amortized over three to five years. Leasehold
improvements are amortized over the shorter of the useful lives of the assets or
the remaining term of the lease. When assets are retired or otherwise disposed
of, the related costs and accumulated depreciation are removed from the accounts
and any resulting gain or loss is reflected in income. Expenditures for repairs
and maintenance not considered to substantially lengthen the property and
equipment lives are charged to expense as incurred.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The Company capitalizes a portion of its internal computer software
development costs incurred. Salaries, benefits, and other directly related costs
incurred in connection with programming and testing software products are
capitalized subsequent to establishing technological feasibility. Capitalization
ceases when the products are generally released for sale to customers.
Management monitors the net realizable value of all capitalized software
development costs to ensure that the investment will be recovered through
margins from future sales. These costs are amortized over the greater of the
ratio that current revenues bear to total and anticipated future revenues for
the applicable product or the straight line method over three to five years.
Capitalized costs related to software development were approximately $1.6
million for the year ended December 31, 1997.

ACQUIRED TECHNOLOGY AND INTANGIBLE ASSETS

The intangible assets arose from the Company's acquisitions (Note 6) and
consist of the following as of December 31, 1997 (in thousands):

<TABLE>
<CAPTION>
ACCUMULATED NET BOOK USEFUL
GROSS AMORTIZATION VALUE LIFE
------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Acquired Technology........................ $41,705 $17,966 $23,739 3 - 5 Years
Ongoing customer relationships............. 7,700 1,412 6,288 5 Years
Management and services agreement.......... 9,543 2,197 7,346 4 Years
Goodwill................................... 14,009 1,466 12,543 5 - 12 Years
------- ------- -------
$72,957 $23,041 $49,916
======= ======= =======
</TABLE>

The carrying value of the excess of cost over fair value of net assets
acquired is reviewed if the facts and circumstances suggest that it may be
impaired. This review indicates if the assets will not be recoverable as
determined based on future expected cash flows. Based on its review, the Company
does not believe that an impairment of its excess of cost over fair value of net
assets acquired has occurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments, including cash
and cash equivalents, accounts receivable, and other current liabilities,
approximate fair value. The recorded amount of long-term debt approximates fair
value as the debt bears interest at a floating market rate.

F-9
<PAGE> 84
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

The Company accounts for income taxes utilizing the liability method, and
deferred income taxes are determined based on the estimated future tax effects
of differences between the financial reporting and income tax basis of assets
and liabilities and tax carryforwards given the provisions of the enacted tax
laws.

STOCK-BASED COMPENSATION

The Company has chosen to continue to account for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees", and related
Interpretations and to elect the disclosure option of Statement of Financial
Accounting Standards ("FAS") No. 123, "Accounting for Stock-Based Compensation".
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the estimated market price of the Company's stock at the date of the
grant over the amount an employee must pay to acquire the stock.

BASIC AND DILUTED NET LOSS PER SHARE

For all periods presented, basic net loss per common share is presented in
accordance with FAS 128, "Earnings per Share", which provides for new accounting
principles used in the calculation of earnings per share and was effective for
financial statements for both interim and annual periods ended after December
15, 1997. Basic net loss per common share is based on the weighted average
number of shares of common stock outstanding during the period. Stock options to
acquire 657,500 and 1,831,652 shares of common stock in 1996 and 1997,
respectively, warrants to acquire up to 1,799,715 shares of common stock in
1997, and convertible preferred stock (convertible into 1,000,000 and 9,433,314
shares of common stock in 1996 and 1997, respectively) were the only securities
issued which would have been included in the diluted earnings per share
calculation had they not been antidilutive due to the net loss reported by the
Company. The Company has excluded 370,609 contingently returnable shares of
common stock from basic and diluted earnings per share computations (Notes 4 and
5).

CONCENTRATION OF CREDIT RISK

The Company's customers operate primarily in the healthcare industry. The
Company sells its products and services under contracts with varying terms. The
accounts receivable amounts are unsecured. Management believes the allowance for
doubtful accounts is sufficient to cover credit losses.

FOREIGN CURRENCY TRANSLATION

The financial position and results of operations of foreign subsidiaries
are measured using the currency of the respective countries as the functional
currency. Assets and liabilities are translated at the foreign exchange rate in
effect at the balance sheet date, while revenue and expenses for the year are
translated at the average exchange rate in effect during the year. Translation
gains and losses are not included in determining net income or loss but are
accumulated and reported as a separate component of shareholders' equity
(deficit). The Company has not entered into any hedging contracts during the two
year period ended December 31, 1997.

COMPREHENSIVE INCOME

Effective January 1, 1998, the Company implemented Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income." This standard
requires that the total changes in equity resulting from revenue, expenses, and
gains and losses, including those which do not affect the accumulated deficit,
be

F-10
<PAGE> 85
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
reported. Accordingly, those amounts which are comprised solely of foreign
currency translation adjustments, are included in other comprehensive income in
the consolidated statement of shareholders' equity (deficit).

UNAUDITED INFORMATION

The interim financial information as of March 31, 1998 and for the three
months ended March 31, 1997 and 1998 is unaudited. However, in the opinion of
management, such information has been prepared on the same basis as the audited
financial statements and includes all adjustments, consisting solely of normal
recurring adjustments, necessary for a fair presentation of the financial
position and results of operations for the periods presented. The interim
results, however, are not necessarily indicative of results for any future
period.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued FAS 131,
"Disclosure about Segments of an Enterprise and Related Information". In October
1997, the American Institute of Certified Public Accountants issued Statement of
Position 97-2 ("SOP 97-2"), "Software Revenue Recognition". All these statements
are effective for fiscal years beginning after December 15, 1997, and are not
expected to have a material impact on the Company's financial statements.
Effective January 1, 1998, the Company adopted S0P 97-2.

3. PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1996 1997
---- -------
<S> <C> <C>
Computer equipment.......................................... $107 $ 8,467
Office equipment and other.................................. 199 1,834
Purchased software.......................................... -- 3,382
Leasehold improvements...................................... 48 2,122
---- -------
354 15,805
Less: Accumulated depreciation and amortization............. (32) (6,288)
---- -------
$322 $ 9,517
==== =======
</TABLE>

Depreciation of property and equipment totaled approximately $32,000 and
$6.3 million in 1996 and 1997, respectively.

4. LICENSING ARRANGEMENT

In May 1996, the Company entered into an exclusive licensing arrangement
with Partners HealthCare System, Inc. ("Partners") to further develop,
commercialize, distribute and support certain intellectual property which was
being developed at Partners. In consideration for the license, the Company
issued 988,290 shares of Common Stock of the Company and agreed to pay royalties
to Partners on sales of the developed product until the Company completes an
initial public offering of common stock with a per share offering price of
$10.00 or higher. The licensing arrangement was recorded by the Company at
Partners' historical basis which was zero. There was no revenue recognized by
the Company or royalties paid to Partners under the arrangement in 1996 or 1997.
Under the terms of the license, the Company may further develop, market,
distribute and support the original technology and license it, as well as market
related services, to
F-11
<PAGE> 86
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

4. LICENSING ARRANGEMENT (CONTINUED)
other healthcare providers and hospitals throughout the world (other than in the
Boston, Massachusetts metropolitan area). The Company is obligated to offer to
Partners and certain of their affiliates an internal use license, granted on
most favored customer terms, to any new software applications developed by the
Company, whether or not derived from the licensed technology, and major
architectural changes to the licensed software. After May 3, 1998, Partners and
certain of their affiliates are entitled to receive internal use licenses for
any changes to any modules or applications included in the licensed technology,
as defined. The Company has an exclusive right of first offer to commercialize
new information technologies developed in connection with Partners. If the
Company fails to pay the required royalties, breaches any material term under
the licensing arrangement or if the current Chairman of the Board, President and
Chief Executive Officer of the Company voluntarily terminates his employment
with the Company prior to May 1999, the license may become non-exclusive, at the
option of Partners. If Partners elects to convert the license to non-exclusive,
it must return 370,609 shares of Common Stock to the Company. The Company has
the option to purchase the technology it licenses from Partners upon the
completion of an IPO.

At the time the license arrangement was consummated, the licensed
technology had not reached technological feasibility and had no alternative
future use. The licensed technology being developed consisted of
enterprise-wide, clinical information software. It is expected that the Company
will release certain commercial products derived from the licensed technology in
late 1998.

As part of the agreement, the Company has provided development services to
Partners related to commercializing the intellectual property; fees for these
development services totaled $2.0 million, and $2.5 million for the years ended
December 31, 1996 and 1997, respectively, and are included as a reduction in
research and development expenses in the accompanying consolidated statements of
operations.

5. SHAREHOLDERS' EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK

STOCK SPLIT

In May 1997, the Company declared a three-for-two split for all Common
Stock and Non-Voting Common Stock issued and outstanding. In addition, the
shareholders approved an increase in the number of authorized shares of Common
Stock from 30,000,000 to 50,000,000. In June 1998, the Company effected a
two-for-three reverse stock split of all Common Stock and Non-Voting Common
Stock outstanding. The accompanying consolidated financial statements give
retroactive effect to the May 1997 and June 1998 stock splits as if they had
occurred at inception of the Company.

MANDATORILY REDEEMABLE PREFERRED STOCK

In connection with its acquisition of Alltel (Note 6), the Company sold
30,000 shares of Series B 8.5% Cumulative Redeemable Preferred Stock ("Series
B") and warrants to purchase up to 1,799,715 shares of Non-Voting Common Stock
at $.01 per share for total consideration of $30.0 million. The number of
warrants to be issued is subject to adjustment in the event the Company redeems
all or a portion of the Series B prior to its mandatory redemption date. The
Series B is non-voting and is entitled to a liquidation preference of $1,000 per
share plus any unpaid dividends. Dividends are cumulative and accrue at an
annual rate of 8.5%. In the event that dividends are not paid when due for
quarters ending after December 31, 1999, the dividend rate will increase to
12.5%.

The Series B is redeemable by the Company at its redemption price at any
time on or before the mandatory redemption date of December 31, 2001. The
redemption price, as defined, equals the liquidation preference amount plus all
accrued and unpaid dividends. With respect to liquidation preferences, the
Series B ranks equal to the Series C 8.5% Cumulative Redeemable Preferred Stock
("Series C") and senior to all

F-12
<PAGE> 87
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

5. SHAREHOLDERS' EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
other equity instruments. In the event that certain shareholders cease to
continue to own a specified percentage of common or convertible preferred stock
of the Company, the holders of the Series B may elect to put the securities back
to the Company at their redemption price, as defined. Additionally, the Series B
may be put back to the Company at their redemption value in the event of a
change of control, as defined.

In January 1997, 20,000 shares of the Series C were issued to AIS as part
of the consideration paid for Alltel (Note 6). The Series C contains the same
terms, including voting rights, ability to redeem and liquidation preferences as
the Series B. The Series C redemption price is determined the same as Series B.

The Series C must be redeemed on or before December 31, 2001. The Series C
may be put back to the Company at their redemption value in the event of a
change in control, as defined.

The Company has accounted for the Series B and C as mandatorily redeemable
preferred stock. Accordingly, the Company is accruing dividends and amortizing
any discount over the redemption period with a charge to additional paid-in
capital ("APIC"). The Company recorded a discount on the Series B at the time of
its issuance for the estimated fair value of the warrants ($10.5 million). The
Company valued the maximum amount of warrants that would be issued up to the
mandatory redemption date of the Series B as of the acquisition date and
December 31, 1997. The Company recorded the Series C on the date of acquisition
of Alltel at $10.3 million (after adjustment for the 4,500 shares returned by
AIS (Note 6)), which included a discount from its face amount of $5.2 million.
The amount charged to APIC related to the Series B and C for the year ended
December 31, 1997 was $4.1 million and $1.8 million, respectively.

The Series B and Series C consist of the following (in thousands):

<TABLE>
<CAPTION>
DATE OF ISSUE DECEMBER 31, 1997
-------------------------------------- --------------------------------------
FACE VALUE DISCOUNT CARRYING VALUE FACE VALUE DISCOUNT CARRYING VALUE
---------- -------- -------------- ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Series B.................... $30,000 $10,501 $19,499 $30,000 $6,476 $23,524
Series C.................... 15,500 5,242 10,258 15,500 3,417 12,083
------- ------- ------- ------- ------ -------
$45,500 $15,743 $29,757 $45,500 $9,893 $35,607
======= ======= ======= ======= ====== =======
</TABLE>

SERIES A CONVERTIBLE PREFERRED STOCK

In May 1996, concurrent with entering into the Partners' licensing
arrangement, the Company sold 1,000,000 shares of Series A Convertible Preferred
Stock ("Series A") for $6.0 million to outside investors. The Series A was
convertible on a one-to-one basis to shares of Common Stock of the Company at
the discretion of the outside investors. The Series A had voting rights
equivalent to Common Stock on an as converted basis and a liquidation preference
of $6 per share. The Company did not declare or pay any dividends on Series A.
In January 1997, the Company issued 1,478,097 shares of Series F Convertible
Preferred Stock ("Series F") in exchange for the cancellation of Series A. The
Company accounted for the transaction analogously to an extinguishment of debt
with a related party and, accordingly, recorded a charge of $3.1 million to
additional paid-in capital at the date of this transaction. In addition, the
charge is recorded as an increase to net loss available to common shareholders
in the accompanying statement of operations.

SERIES D CONVERTIBLE PREFERRED STOCK

In January 1997, the Company sold 4,981,289 shares of the Series D
Convertible Preferred Stock ("Series D") for $62.5 million to private investors
and issued 2,077,497 shares to AIS in connection with the acquisition of Alltel.
Each share of Series D is convertible into one share of Common Stock. The Series
D contains voting rights as if it were converted into Common Stock and has a
liquidation preference of

F-13
<PAGE> 88
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

5. SHAREHOLDERS' EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK (CONTINUED)
$12.55 per share plus any declared but unpaid dividends. The Series D is
equivalent to Series E Convertible Preferred Stock ("Series E") with respect to
liquidation preference and rank.

Both the Series D and E rank junior to the Series B and C and senior to
Series F. To date, the Company has not declared or paid any dividends on the
Series D.

SERIES E CONVERTIBLE PREFERRED STOCK

In January 1997, the Company sold 896,431 shares of Series E for $11.3
million. The Series E is non-voting and is identical to the Series D with
respect to liquidation preference and rank. Each share of Series E is
convertible into one share of Non-Voting Common Stock. To date, the Company has
not declared or paid any dividends on the Series E.

SERIES F CONVERTIBLE PREFERRED STOCK

As described above, in January 1997, 1,478,097 shares of Series F were
issued in exchange for the cancellation of the outstanding shares of Series A.
The Series F contains a liquidation preference of $6 per share. The Series F
ranks junior to the Company's other classes of preferred stock with respect to
liquidation preferences. Each share of Series F is convertible into one share of
Common Stock. To date, the Company has not declared or paid any dividends on the
Series F.

COMMON STOCK AND NON-VOTING COMMON STOCK

Holders of Common Stock are entitled to one vote per share. Holders of
Non-Voting Common Stock do not have voting rights other than as provided by
statute.

UNDESIGNATED PREFERRED STOCK

The Company has available for issuance, 1,000,000 shares of undesignated
preferred stock (the "Undesignated Preferred"). The liquidation, voting,
conversion and other related provisions of the Undesignated Preferred will be
determined by the Board at the time of issuance. Currently, there are no
outstanding shares.

6. ACQUISITIONS

Effective January 24, 1997, Eclipsys completed the acquisition of Alltel.
As consideration for this transaction, Eclipsys paid AIS $104.8 million cash,
issued 15,500 (after consideration of the return of 4,500 shares by AIS in
October 1997) shares of Series C valued at approximately $10.3 million and
2,077,497 shares of Series D valued at approximately $26.1 million. Concurrent
with the acquisition, the Company and Alltel entered into the Management and
Services Agreement ("MSA") whereby Alltel agreed to provide certain services to
the Company and its customers together with certain non-compete provisions. In
exchange, the Company agreed to pay Alltel $11.0 million in varying installments
through December 2000. The obligation and equivalent corresponding asset were
recorded at its net present value of $9.5 million at the date of signing. To
finance the transaction, the Company sold, for $30.0 million, 30,000 shares of
Series B and warrants to purchase up to 1,799,715 shares of Non-Voting Common
Stock to private investors. Additionally, the Company sold 4,981,289 shares of
Series D and 896,431 shares of Series E for total proceeds of $73.8 million.

F-14
<PAGE> 89
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

6. ACQUISITIONS (CONTINUED)
The transaction was accounted for as a purchase and accordingly, the
purchase price was allocated based on the fair value of the net assets acquired.
The purchase price is composed of and allocated as follows (in thousands):

<TABLE>
<S> <C>
Cash, net of cash acquired.................................. $104,814
Issuance of Series D........................................ 26,072
Issuance of Series C........................................ 10,258
Transaction costs........................................... 2,008
Liabilities assumed......................................... 58,397
--------
201,549
--------
Current assets.............................................. 31,803
Property and equipment...................................... 12,242
Other assets................................................ 3,148
Identifiable intangible assets:
In-process research and development.................... 98,700
Acquired technology.................................... 38,500
Ongoing customer relationships......................... 7,700
--------
192,093
--------
Goodwill.................................................... $ 9,456
========
</TABLE>

The acquisition agreement contains certain provisions whereby the purchase
price could be adjusted within twelve months from the acquisition date based on
certain criteria defined in the agreement. Based on these provisions, in October
1997, AIS returned 4,500 shares of Series C to Eclipsys. In December 1997, the
Company presented its final analysis to AIS of items for which, under the
agreement, the Company believed it was entitled to consideration. In March 1998,
the Company negotiated an agreement with AIS, which settled these issues related
to any adjustments that could be made pursuant to the provisions in the
acquisition agreement (Note 13). After accounting for this adjustment, the
Company's total consideration paid for this acquisition was $201.5 million,
including liabilities assumed, net of cash acquired.

In connection with the recording of the acquisition of Alltel, the Company
reduced the predecessor's reported deferred revenue by $7.3 million to the
amount that reflects the estimated fair value of the contractual obligations
assumed. This adjustment results from the Company's requirement, in accordance
with generally accepted accounting principles, to record the fair value of the
obligation assumed with respect to arrangements for which the related revenue
was previously collected by the predecessor company. The Company's liability at
acquisition includes its estimated costs in fulfilling those contract
obligations.

Effective June 26, 1997, the Company acquired all of the common stock of
SDK in exchange for 499,997 shares of Common Stock valued at approximately $3.2
million, $2.2 million in cash and acquisition debt due to SDK shareholders
totaling $7.6 million. The transaction was accounted for as a purchase and,
accordingly, the purchase price was allocated based on the estimated fair value
of the net assets acquired.

F-15
<PAGE> 90
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

6. ACQUISITIONS (CONTINUED)
The purchase price is composed of and allocated as follows (in thousands):

<TABLE>
<S> <C>
Cash, net of cash acquired.................................. $ 2,161
Issuance of Common Stock.................................... 3,248
SDK acquisition debt........................................ 7,588
Liabilities assumed......................................... 3,514
-------
16,511
-------
Current assets.............................................. 1,061
Property and equipment...................................... 671
Other assets................................................ 33
Identifiable intangible assets:
In-process research and development.................... 6,988
Acquired technology.................................... 3,205
-------
11,958
-------
Goodwill.................................................... $ 4,553
=======
</TABLE>

The Company is using the acquired in-process research and development to
create new clinical, patient financial, access management and data warehousing
products which will become part of its Sunrise product suite over the next
several years. The Company anticipates that certain products will be generally
released during 1998, with additional product releases in subsequent periods
through 1999. It is management's expectation that the acquired in-process
research and development will be successfully developed, however there can be no
assurance that commercial viability of these products will be achieved. In the
event that these products are not generally released in a timely manner, the
Company may experience fluctuations in future earnings as a result of such
delays.

In connection with the Alltel and SDK acquisitions, the Company wrote off
in-process research and development charges of $98.7 million and $7.0 million,
respectively, related to the appraised values of certain in-process research and
development acquired in these acquisitions.

Unaudited pro forma results of operations for the years ended December 31,
1996 and 1997, as if the aforementioned acquisitions had occurred on January 1,
1996 is as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------------
1996 1997
-------- ---------
<S> <C> <C>
Revenues.................................................... $115,606 $ 103,786
Net loss.................................................... (4,215) (145,288)
Basic and diluted loss per share............................ $ (1.20) $ (40.87)
</TABLE>

Effective January 30, 1998, the Company acquired the net assets of Emtek
for an aggregate purchase price of approximately $11.7 million, including
1,000,000 shares of Common Stock valued at $9.1 million and liabilities assumed
of approximately $12.3 million. In addition, Motorola agreed to pay the Company
$9.6 million in cash due within one year for working capital purposes.

F-16
<PAGE> 91
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

6. ACQUISITIONS (CONTINUED)
The purchase price is composed of and allocated as follows:

<TABLE>
<S> <C>
Issuance of Common Stock.................................... $ 9,060
Receivable from Motorola.................................... (9,600)
Liabilities assumed......................................... 12,275
-------
$11,735
-------
Current assets.............................................. 5,033
Property and equipment...................................... 2,629
-------
$ 7,662
-------
Identifiable intangible assets (acquired technology)........ $ 4,073
=======
</TABLE>

7. LONG-TERM DEBT

Long-term debt consists of the following as of December 31, 1997 (in
thousands):

<TABLE>
<S> <C>
Term Loan................................................... $ 9,000
SDK acquisition debt, interest payable quarterly at 9.5%,
principal due in two annual installments of $3,794,
commencing April 1998..................................... 7,588
--------
16,588
Less current portion........................................ (12,794)
--------
Long-term debt.............................................. $ 3,794
========
</TABLE>

In connection with the Alltel acquisition, the Company entered into a $30
million credit facility (the "Facility"). The Facility included a $10 million
term loan (the "Term Loan") and a $20 million revolving credit facility (the
"Revolver"). Borrowings under the Facility are secured by substantially all of
the assets of the Company. The Term Loan was payable in varying quarterly
installments through January 2000. As more fully discussed in Note 13, the Term
Loan was repaid in full with the proceeds of the sale of Series G Convertible
Preferred Stock in February 1998. As such, the entire balance of the Term Loan
is classified as current in the accompanying financial statements.

Borrowings under the Facility bear interest, at the Company's option, at
(i) LIBOR plus 1% to 3% or (ii) the higher of a) the banks prime lending rate or
b) the Federal Funds Rate plus 0.5%; plus 0% to 1.75%. The interest rates vary
based on the Company's ratio of earnings to consolidated debt, as defined. At
December 31, 1997, the Company's borrowing rate under the Facility was 6.85%.
Under the terms of the Facility, the Company is required to maintain certain
financial covenants related to consolidated debt to earnings, consolidated
earnings to interest expense and consolidated debt to capital. In addition, the
Company has limitations on the amounts of certain types of expenditures and is
required to obtain certain approvals related to mergers and acquisitions, as
defined. The Company was in compliance with all provisions of the Facility as of
December 31, 1997.

As of December 31, 1997, the Company has $20 million available for future
borrowings under the Revolver. The Revolver expires on the third anniversary of
the Facility. Under the terms of the Revolver, the Company pays an annual
commitment fee of .375% for any unused balance, as defined. Additionally, the
Company pays a fee of .125% for any Letters of Credit issued under the
agreement. As of December 31, 1997, unused Letters of Credit totaling
approximately $5.0 million were outstanding against the Revolver. As discussed
in Note 13, in May 1998 the Company increased its borrowings under the Revolver.

F-17
<PAGE> 92
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

8. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1996 1997
---- -------
<S> <C> <C>
Accounts payable............................................ $120 $ 4,606
Accrued compensation and incentive.......................... 237 7,847
Customer deposits........................................... -- 7,959
Payment due AIS under MSA................................... -- 2,000
Accrued acquisition costs................................... 501 --
Accrued interest............................................ -- 672
Other....................................................... 24 8,066
---- -------
$882 $31,150
==== =======
</TABLE>

9. INCOME TAXES

The Company has no current or deferred income tax provision due to the net
losses reported by the Company.

A reconciliation of the federal statutory rate and the effective income tax
rate follows (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
-------------------
1996 1997
-------- --------
<S> <C> <C>
Statutory federal income tax rate (34%)..................... $(500) $(45,481)
SDK in-process research and development..................... -- 2,376
Meals and entertainment..................................... 8 460
State income taxes.......................................... (58) (5,163)
Non-deductible amortization................................. -- 747
Valuation allowance......................................... 550 46,976
Other....................................................... -- 85
----- --------
Income tax benefit (provision).............................. $ -- $ --
===== ========
</TABLE>

F-18
<PAGE> 93
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

9. INCOME TAXES (CONTINUED)
The significant components of the Company's net deferred tax asset were as
follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1997
-------- --------
<S> <C> <C>
Deferred tax assets:
Alltel in-process research and development.................. $ -- $ 34,969
Intangible assets........................................... -- 5,353
Deferred revenue............................................ -- 3,990
Allowance for doubtful accounts............................. -- 660
Compensation related accrued liabilities.................... 58 249
Accrued expenses............................................ -- 3,569
Depreciation and amortization............................... -- 1,257
Net operating loss carryforwards............................ 504 5,220
----- --------
562 55,267
----- --------
Deferred tax liabilities:
Capitalization of software development costs.............. -- 604
Depreciation and amortization............................. 12 --
Other..................................................... -- --
----- --------
Net deferred tax asset...................................... 550 54,663
----- --------
Valuation allowance......................................... (550) (54,663)
----- --------
$ -- $ --
===== ========
</TABLE>

At December 31, 1997, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $13.8 million. The carryforwards
expire in varying amounts through 2012.

In addition, under the Tax Reform Act of 1986, the amounts of, and the
benefits from, net operating loss carryforwards may be impaired or limited in
certain circumstances. The Company experienced an ownership change as defined
under Section 382 of the Internal Revenue Code in January, 1997. As a result of
the ownership change, net operating loss carryforwards of approximately $1.5
million, which were incurred prior to the date of change, are subject to annual
limitation on their future use. As of December 31, 1997, a valuation allowance
has been established against the deferred tax assets which the Company does not
believe are more likely than not to be realized. The future reduction of the
valuation allowance, up to $7.2 million, will be reflected as a reduction of
goodwill.

10. EMPLOYEE BENEFIT PLANS

STOCK OPTION PLAN

In April 1996, the Board of Directors of the Company (the "Board") adopted
the 1996 Stock Plan (the "1996 Stock Plan"). The 1996 Stock Plan, as amended,
provides for grants of stock options, awards of Company stock free of any
restrictions and opportunities to make direct purchases of restricted stock of
the Company. The 1996 Stock Plan allows for the issuance of options or other
awards to purchase up to 2,500,000 shares of Common Stock. Pursuant to the terms
of the 1996 Stock Plan, a committee of the Board

F-19
<PAGE> 94
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

10. EMPLOYEE BENEFIT PLANS (CONTINUED)
is authorized to grant awards to employees and non employees and establish
vesting terms. The options expire ten years from the date of grant. The
following table summarizes activity under the Plan:

<TABLE>
<CAPTION>
1996 1997
------------------------- ---------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
Outstanding at beginning of year......... -- $ -- 657,500 $ .11
Granted................................ 657,500 .11 1,309,889 6.52
Exercised.............................. -- (57,071) .11
Forfeited.............................. -- (78,666) 4.81
------- ---- --------- -----
Outstanding at end of year............... 657,500 .11 1,831,652 4.49
------- ---- --------- -----
Options exercisable at end of year....... -- 197,978
------- ---------
Weighted average fair value of options
granted during the year................ $.45 $1.75
==== =====
</TABLE>

<TABLE>
<CAPTION>
1996 1997
------------------------------ ------------------------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AVERAGE EXERCISE FAIR MARKET AVERAGE EXERCISE FAIR MARKET
OPTIONS GRANTED DURING THE YEAR PRICE VALUE PRICE VALUE
- ------------------------------------ ---------------- ----------- ---------------- -----------
<S> <C> <C> <C> <C>
Option price > fair market value $.10 $ -- $6.73 $1.76
Option price = fair market value -- -- -- --
Option price < fair market value .15 1.39 .20 1.35
</TABLE>

During 1996 and 1997, pursuant to the 1996 Stock Plan, the Board issued
109,999 and 15,000 shares of Common Stock, respectively, to employees and
nonemployees for services. Compensation expense of approximately $1,000 and
$97,000 was recorded in 1996 and 1997, respectively, related to these
transactions.

In addition, during 1996 and 1997, the Company recorded compensation
expense of $22,000 and $71,000, respectively, related the granting of certain
stock options to employees with exercise prices below the estimated fair market
value of the Common Stock at the date of grant.

The Company has adopted the disclosure only provision of FAS 123. Had
compensation cost for the Company's stock option grants described above been
determined based on the fair value at the grant date for awards in 1996 and 1997
consistent with the provisions of FAS 123, the Company's net loss and loss per
share would have been increased to the pro forma amounts indicated below (in
thousands, except share data):

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
--------------------
1996 1997
-------- ---------
<S> <C> <C>
Net loss:
As reported............................................... $(1,471) $(135,234)
Pro forma................................................. (1,472) (135,497)

Basic and diluted net loss per share:
As reported............................................... $ (.49) $ (40.91)
Pro forma................................................. (.49) (41.00)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1996 and 1997, respectively:

F-20
<PAGE> 95
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

10. EMPLOYEE BENEFIT PLANS (CONTINUED)
dividend yield of 0% for all years, risk-free interest rate of 5.90% and 6.06%
and expected life of 5.0 years and 5.2 years. As a nonpublic entity, the Company
used the minimum value method which does not incorporate a volatility
assumption.

The following table summarizes information about stock options outstanding
at December 31, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------ ------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING AVERAGE NUMBER AVERAGE
RANGE OF OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
EXERCISE PRICE AT 12/31/97 LIFE PRICE 12/31/97 PRICE
- --------------------------------- ----------- ----------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
$0.10 to $0.20................... 621,929 8.36 $ .12 160,789 $ .11
$6.50 to $7.50................... 1,209,723 9.54 $6.74 37,189 $7.52
</TABLE>

EMPLOYEE SAVINGS PLAN

During 1997, the Company established a Savings Plan (the "Plan") pursuant
to Section 401(k) of the Internal Revenue Code (the "Code"), whereby employees
may contribute a percentage of their compensation, not to exceed the maximum
amount allowable under the Code. At the discretion of the Board, the Company may
elect to make matching contributions, as defined in the Plan. For the year end
December 31, 1997, the Board authorized matching contributions totaling
$780,000.

11. COMMITMENTS AND CONTINGENCIES

NONCANCELABLE OPERATING LEASES

The Company leases its office space and certain equipment under
noncancelable operating leases. Rental expense under operating leases was
approximately $70,000 and $6.2 million for the years ended December 31, 1996 and
1997, respectively. Future minimum rental payments for noncancelable operating
leases as of December 31, 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C>
1998........................................................ $ 5,801
1999........................................................ 4,930
2000........................................................ 2,616
2001........................................................ 1,877
2002........................................................ 1,632
Thereafter.................................................. 4,575
-------
$21,431
=======
</TABLE>

LITIGATION

The Company is involved in litigation incidental to its business. In the
opinion of management, after consultation with legal counsel, the ultimate
outcome of such litigation will not have a material adverse effect on the
Company's financial position or results of operations or cash flows.

12. RELATED PARTY TRANSACTIONS

During 1997, the Company paid AIS $1.7 million for certain transition
services provided by AIS related to accounting services, computer processing and
other various activities.

F-21
<PAGE> 96
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

12. RELATED PARTY TRANSACTIONS (CONTINUED)
During 1997, Eclipsys paid a total of $348,000 to certain subsidiaries of
AIS and Alltel Corporation related to the purchase of various goods and
services.

The Company leases office space from the former owner of SDK. During the
year ended December 31, 1997 the Company paid $178,000 under this lease. The
lease is noncancelable and expires in 2009.

In 1997, the Company paid $336,000 to a charter company for the use of an
aircraft for corporate purposes. The aircraft provided for the Company's use was
leased by the charter company from a company owned by the Chairman of the Board,
President and Chief Executive Officer of the Company (the "Chairman"). The
Chairman's company received $219,000 for these transactions. The Chairman has no
interest in the charter company. In the opinion of management, the Company
believes that the terms of charters were comparable to rates that would be
charged by unaffiliated parties.

The Company has an employment agreement with the Chairman through May 1,
1999. Under the provisions of the agreement, the Chairman earns an annual salary
of $150,000, subject to adjustment from time to time. The payment of amounts
earned under the agreement were to be deferred until certain earnings were
attained by the Company. During 1997, $66,000 was paid under the agreement.
Effective January 1, 1998, the Chairman's annual salary was increased to
$200,000.

13. SUBSEQUENT EVENTS

SHAREHOLDERS' EQUITY (DEFICIT)

In January 1998, the Company amended its Certificate of Incorporation (the
"Certificate"). Under the amended Certificate, the Company increased the number
of authorized shares of Undesignated Preferred to 1,100,000 and created Series G
Convertible Preferred Stock ("Series G"). There are 900,000 authorized shares of
Series G. The Series G is convertible on a two-for-three basis to shares of
Common Stock. The conversion rate is subject to adjustment in certain
circumstances. The Series G has a liquidation preference of $10 per share. In
the event of an involuntary liquidation of the Company, the Series G will
participate on a pro rata basis with the Series D and E. In February 1998, the
Company sold 900,000 shares of Series G to outside investors for total
consideration of $9 million. The proceeds were utilized to repay the outstanding
Term Loan balance.

In addition, the Company amended the terms of (i) all of its convertible
preferred stock to require that it automatically be converted into Common Stock
or Non-Voting Common Stock, as applicable, upon a qualifying IPO and (ii) all of
its Mandatorily Redeemable Preferred Stock to require that it be mandatorily
redeemed upon a qualifying IPO.

In June 1998, the Company effected a two-for-three reverse stock split of
all Common Stock and Non-Voting Common Stock outstanding.

CREDIT FACILITY

In March 1998, the Company borrowed $9.0 million under the Revolver to pay
a portion of the AIS settlement, described herein.

On May 29, 1998, the Company entered into an agreement to increase the
available borrowings under the Revolver (Note 7) from $20.0 million to $50.0
million (unaudited).

1998 STOCK INCENTIVE PLAN

In January 1998, the Board adopted the 1998 Stock Incentive Plan (the
"Incentive Plan"). The Incentive Plan provides for the granting of stock
options, stock appreciation rights, restricted stock awards or

F-22
<PAGE> 97
ECLIPSYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997 AND MARCH 31, 1998 (UNAUDITED) -- (CONTINUED)

13. SUBSEQUENT EVENTS (CONTINUED)
unrestricted stock awards. Under the provisions of the Incentive Plan, no
options or other awards may be granted after April 2008. There are currently
4,333,333 shares of common stock reserved under the Incentive Plan, together
with the 1996 Stock Plan and the 1998 Employee Stock Purchase Plan. Options
granted under the Incentive Plan will be granted at the fair market value of the
stock as of the date of grant.

1998 EMPLOYEE STOCK PURCHASE PLAN

Under the Company's 1998 Employee Stock Purchase Plan (the "Purchase Plan")
(implemented in April 1998), employees of the Company, including directors of
the Company who are employees are eligible to participate in quarterly plan
offerings in which payroll deductions may be used to purchase shares of Common
Stock. The purchase price of such shares is the lower of 85% of the fair market
value of the Common Stock on the day the offering commences and 85% of the fair
market value of the Common Stock on the day the offering terminates. The first
offering period under the Purchase Plan will not commence until after the
completion of the Offering.

INITIAL PUBLIC OFFERING

In April 1998, the Company's Board of Directors authorized the Company to
file a Form S-1 with the Securities and Exchange Commission under the Securities
Act of 1933 with respect to an IPO.

ALLTEL SETTLEMENT

In the first quarter of 1998, the Company and AIS renegotiated, in two
separate transactions, certain matters relating to the acquisition of Alltel. In
one transaction, AIS returned to the Company, for cancellation, 11,000 shares of
Series C in exchange for resolving certain open issues in connection with the
Alltel acquisition, and the Company agreed, at AIS' option, to redeem the
remaining 4,500 shares of Series C held by AIS for an aggregate price of $4.5
million at the time of the IPO and for a period of 30 days thereafter. The
Company will use a portion of the net proceeds of the IPO to redeem the
remaining Series C held by AIS. In the second transaction, the Company paid AIS
an aggregate of $14.0 million in exchange for terminating all of the rights and
obligations of both parties under the MSA. The Company recorded a charge of
approximately $7.2 million related to the write-off of the MSA intangible asset.
In addition, the Company recorded a reduction to goodwill of approximately $7.8
million related to the final settlement of certain issues related to the Alltel
acquisition resulting in the return of the 11,000 shares of Series C.

F-23
<PAGE> 98

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
and Shareholders of Eclipsys Corporation

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of changes in shareholder's
deficit and of cash flows present fairly, in all material respects, the
financial position of ALLTEL Healthcare Information Services, Inc. (the Company)
(a Delaware corporation, wholly-owned by ALLTEL Information Services, Inc., an
Arkansas corporation) and its subsidiaries at December 31, 1995 and 1996, and
the results of their operations and their cash flows for the years then ended
and for the period from January 1, 1997 through January 23, 1997 in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

As discussed in Note 10, effective January 24, 1997, the Company was acquired by
Eclipsys Corporation.

PRICE WATERHOUSE LLP

Atlanta, Georgia
June 27, 1997

F-24
<PAGE> 99

ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1995 1996
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 2,599 $ 2,022
Accounts receivable, net of allowance for doubtful
accounts of $749 and $1,274 at December 31, 1995 and
1996, respectively..................................... 29,435 29,713
Inventory................................................. 2,081 1,576
Deferred tax asset........................................ 3,676 3,682
Other current assets...................................... 678 634
-------- --------
Total current assets................................... 38,469 37,627

Property and equipment, net................................. 10,168 10,739
Purchased software, net of accumulated amortization of
$2,985 and $4,453 at December 31, 1995 and 1996,
respectively.............................................. 4,098 2,882
Capitalized software development costs, net of accumulated
amortization of $4,671 and $11,880 at December 31, 1995
and 1996, respectively.................................... 27,632 35,306
Intangible assets, net of accumulated amortization of $1,129
and $2,101 at December 31, 1995 and 1996, respectively.... 5,670 4,698
Other assets................................................ 2,344 9,191
-------- --------
Total assets........................................... $ 88,381 $100,443
======== ========
LIABILITIES AND SHAREHOLDER'S DEFICIT

Current liabilities:
Deferred revenue.......................................... $ 24,724 $ 26,807
Other current liabilities................................. 17,668 20,378
-------- --------
Total current liabilities.............................. 42,392 47,185
Deferred revenue............................................ 15,913 10,148
Other long-term liabilities................................. 1,250
Deferred income taxes....................................... 7,002 9,294
Intercompany payable to parent.............................. 46,085 57,953
-------- --------
Total liabilities...................................... 111,392 125,830

Shareholder's deficit:
Common stock, $.01 par value, 1,000 shares authorized,
issued and outstanding................................. 1 1
Additional paid-in capital................................ 15,678 15,678
Accumulated deficit....................................... (38,236) (40,432)
Cumulative foreign currency translation adjustment........ (454) (634)
-------- --------
Total shareholder's deficit............................ (23,011) (25,387)
-------- --------
Total liabilities and shareholder's deficit....... $ 88,381 $100,443
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-25
<PAGE> 100

ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED PERIOD FROM
DECEMBER 31, JANUARY 1, 1997
------------------- THROUGH
1995 1996 JANUARY 23, 1997
-------- -------- ----------------
<S> <C> <C> <C>
Revenues:
Service and systems..................................... $ 90,737 $ 99,213 $6,064
Hardware................................................ 9,377 9,587 122
-------- -------- ------
Total revenues....................................... 100,114 108,800 6,186
-------- -------- ------
Costs and expenses:
Cost of service and systems revenues.................... 53,385 63,572 4,277
Cost of hardware revenues............................... 7,950 7,911 104
Marketing and sales..................................... 11,128 11,091 660
Research and development................................ 8,522 10,271 794
General and administrative.............................. 8,168 7,101 621
Depreciation and amortization........................... 6,735 8,135 568
-------- -------- ------
Total costs and expenses............................. 95,888 108,081 7,024
-------- -------- ------
Income (loss) from operations............................. 4,226 719 (838)
Interest expense, net..................................... (2,733) (3,758) (379)
-------- -------- ------
Income (loss) before income taxes......................... 1,493 (3,039) (1,217)
Income tax benefit (provision)............................ (887) 843 437
-------- -------- ------
Net income (loss)......................................... $ 606 $ (2,196) $ (780)
======== ======== ======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-26
<PAGE> 101

ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S DEFICIT
(IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
EQUITY
ADJUSTMENT
FROM
COMMON STOCK ADDITIONAL FOREIGN
--------------- PAID-IN ACCUMULATED CURRENCY
SHARES AMOUNT CAPITAL DEFICIT TRANSLATION TOTAL
------ ------ ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994........ 1,000 $1 $15,678 $(38,842) $ (470) $(23,633)
Net income.......................... 606 606
Foreign translation adjustment...... 16 16
----- -- ------- -------- -------- --------
Balance at December 31, 1995........ 1,000 1 15,678 (38,236) (454) (23,011)
Net loss............................ (2,196) (2,196)
Foreign translation adjustment...... (180) (180)
----- -- ------- -------- -------- --------
Balance at December 31, 1996........ 1,000 1 15,678 (40,432) (634) (25,387)
Net loss............................ (780) (780)
Foreign translation adjustment...... 3 3
----- -- ------- -------- -------- --------
Balance at January 23, 1997......... 1,000 $1 $15,678 $(41,212) $ (631) $(26,164)
===== == ======= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-27
<PAGE> 102

ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED PERIOD FROM
DECEMBER 31, JANUARY 1, 1997
------------------- THROUGH
1995 1996 JANUARY 23, 1997
-------- -------- ----------------
<S> <C> <C> <C>
Operating activities:
Net income (loss)....................................... $ 606 $ (2,196) $ (780)
-------- -------- -------
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization........................ 13,205 15,344 945
Deferred income taxes................................ 6,040 2,286 (52)
Changes in assets and liabilities
Accounts receivable................................ (6,574) (278) 325
Inventory.......................................... 566 505 55
Other current assets............................... (74) 44 10
Deferred revenue................................... 1,090 (3,682) 1,951
Other current liabilities.......................... 906 2,710 2,351
Other long term liabilities........................ -- 1,250 (1,250)
Other assets....................................... 162 (43) (81)
-------- -------- -------
Total adjustments............................... 15,321 18,136 4,254
-------- -------- -------
Net cash provided by operating activities..... 15,927 15,940 3,474
-------- -------- -------
Investing activities:
Purchase of property, equipment and software............ (7,716) (9,231) (323)
Capitalized software development costs.................. (12,905) (12,170) (661)
Changes in other assets................................. 96 (6,804) 27
-------- -------- -------
Net cash used in investing activities................ (20,525) (28,205) (957)
-------- -------- -------
Financing activities:
Net change in intercompany payable to parent............ 5,509 11,868 (1,855)
-------- -------- -------
Effect of exchange rate changes on cash and cash
equivalents............................................. 16 (180) 3
-------- -------- -------
Net (decrease) increase in cash and cash equivalents...... 927 (577) 665
Cash and cash equivalents, beginning of year.............. 1,672 2,599 2,022
-------- -------- -------
Cash and cash equivalents, end of year.................... $ 2,599 $ 2,022 $ 2,687
======== ======== =======
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-28
<PAGE> 103

ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Alltel Healthcare Information Services, Inc. ("AHIS") and its subsidiaries
(collectively, the "Company") are engaged in one business segment primarily
providing enterprise-wide clinical, patient care and financial software
solutions, as well as outsourcing, remote processing, networking technologies
and other services to healthcare organizations throughout the United States and
Western Europe.

The Company is a wholly owned subsidiary of Alltel Information Services,
Inc. ("AIS") which is a wholly owned subsidiary of Alltel Corporation
("Alltel").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of AHIS and its wholly owned
subsidiaries. All significant intercompany transactions have been eliminated in
consolidation.

FINANCIAL STATEMENT PRESENTATION

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and disclosure of contingent assets and liabilities. The
estimates and assumptions used in the accompanying consolidated financial
statements are based upon management's evaluation of the relevant facts and
circumstances as of the date of the financial statements. Actual results could
differ from those estimates.

The consolidated statements of operations include all revenues and costs
directly attributable to the operations of AHIS, including the costs of
facilities, administration, and other various costs. As more fully described in
Notes 8 and 11, certain costs related to interest, benefits, and other costs
were allocated to AHIS based on usage and other defined criteria.

All of the allocations utilized in the consolidated financial statements
are based on assumptions that AHIS management believes are reasonable under the
circumstances. However, these allocations are not necessarily indicative of the
costs which would have resulted had AHIS been a separate entity.

CASH AND CASH EQUIVALENTS

For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid investments with an original maturity of three
months or less to be cash equivalents.

REVENUE RECOGNITION

The Company's products are sold to customers based on contractual
agreements. Revenues are derived from the licensing of computer software, the
sale of computer hardware, hardware and software maintenance, remote processing
and outsourcing, training, implementation assistance, custom development, and
consulting.

SERVICE AND SYSTEMS

Revenues from software license fees are recognized using the
percentage-of-completion method for contracts in which the Company is required
to make significant production, modification, or customization changes over the
implementation period of the contracts based on implementation hours incurred.
Other software license fees are generally recognized on a monthly basis over the
term of the licensing and maintenance agreements which are generally five years.
Remote processing and outsourcing services are marketed under long-term
agreements generally over periods from five to seven years and revenues are

F-29
<PAGE> 104
ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996 -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
recognized monthly as the work is performed. Software maintenance fees are
marketed under annual and multiyear agreements and are recognized ratably over
the term of the agreements. Implementation revenues are recognized as the
services are performed or on a percentage-of-completion basis for fixed fee
arrangements. Hardware maintenance revenues are billed and recognized monthly
over the term of the agreements. Revenues related to other support services,
such as training, consulting, and custom development, are recognized when the
services are performed.

The Company accrues for product returns at the time it recognizes revenue,
based on actual experience. Historically, product return costs have been
minimal.

HARDWARE SALES

Hardware sales are recognized upon shipment of the product to the customer.

UNBILLED ACCOUNTS RECEIVABLE

Unbilled accounts receivable represent amounts owed to the Company under
noncancelable agreements for software license fees with extended payment terms
and computer hardware purchases which have been financed over extended payment
terms. The current portion of unbilled accounts receivable of $4,883,000 and
$3,245,000 as of December 31, 1995 and 1996, respectively, is included in
accounts receivable in the accompanying financial statements. The non-current
portion of unbilled accounts receivable of $2,109,000 and $2,151,000 as of
December 31, 1995 and 1996, respectively, is included in other assets in the
accompanying financial statements. The non-current portion of unbilled accounts
receivable provides for payment terms that generally range from three to five
years and carry annual interest rates ranging from 7% to 10%. The Company
recognizes revenue in advance of billings under certain of its non-cancelable
long-term contracts that contain extended payment terms. The Company does not
have any obligation to refund any portion of its fees and has a history of
enforcement and collection of amounts due under such arrangements. Payments owed
under contracts with extended payment terms are due in accordance with the terms
of the respective contract. Historically, the Company has had minimal write-offs
of amounts due under such arrangements.

INVENTORY

Inventory consists of computer parts and peripherals and is stated at the
lower of cost or market. Cost is determined using the first-in, first-out
method.

FOREIGN CURRENCY TRANSLATION

The financial position and results of operations of foreign subsidiaries
are measured using the currency of the respective countries as the functional
currency. Assets and liabilities are translated at the foreign exchange rate in
effect at the balance sheet date, while revenues and expenses for the year are
translated at the average exchange rate in effect during the year. Translation
gains and losses are not included in determining net income or loss but are
accumulated and reported as a separate component of shareholder's deficit. The
Company has not entered into any hedging contracts during the two year period
ended December 31, 1996.

F-30
<PAGE> 105
ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996 -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. For financial reporting
purposes, depreciation and amortization are provided using the straight-line
method over the estimated useful lives, which range from two to ten years.
Computer equipment is depreciated over useful lives which range from two to five
years. Office furniture and equipment is depreciated over two to ten years.
Leasehold improvements are amortized over the shorter of the useful lives of the
assets or the remaining term of the lease. When assets are retired or otherwise
disposed of, the related costs and accumulated depreciation are removed from the
accounts and any resulting gain or loss is reflected in income. Expenditures for
repairs and maintenance not considered to substantially lengthen the property
lives are charged to expense as incurred.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The Company capitalizes a portion of the internal computer software
development costs incurred. Salaries, overhead, and other related costs incurred
in connection with programming and testing software products are capitalized
subsequent to establishing technological feasibility. Management monitors the
net realizable value of all capitalized software development costs to ensure
that the investment will be recovered through margins from future sales. These
costs are amortized utilizing the straight-line method over periods of 36-60
months. Capitalized costs related to software development were approximately
$12,905,000 and $12,170,000, for the years ended December 31, 1995 and 1996,
respectively and $750,000 for the period from January 1, 1997 through January
23, 1997. Amortization of capitalized software development costs amounted to
approximately $6,470,000 and $7,209,000 for the years ended December 31, 1995
and 1996, respectively, and $377,000 for the period from January 1, 1997 through
January 23, 1997 and is included in operating expenses in the accompanying
statements of operations.

INTANGIBLE ASSETS

The intangible assets arose from the acquisition of Medical Data
Technology, Inc. (see Note 5), are stated at cost less accumulated amortization,
and consist of contracts and the excess of cost over fair value of net assets
acquired. The intangible assets are being amortized using the straight-line
method over seven years.

The carrying value of the excess of cost over fair value of net assets
acquired is reviewed if the facts and circumstances suggest that it may be
impaired. This review indicates if the asset will not be recoverable as
determined based on future expected cash flows. Based on its review, the Company
does not believe that an impairment of its excess of cost over fair value of net
assets acquired has occurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments, including cash
and cash equivalents, accounts receivable, and other current liabilities
approximate fair value. The carrying amount of the intercompany payable to
parent balance approximates fair value based on current rates of interest
available to Alltel, and accordingly, the Company, for loans of similar
maturities.

F-31
<PAGE> 106
ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996 -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1995 and
1996 (in thousands):

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Computer equipment.......................................... $ 21,106 $ 25,093
Office furniture and equipment.............................. 2,815 4,198
Leasehold improvements and other............................ 2,407 3,461
-------- --------
26,328 32,752
Less: Accumulated depreciation and amortization............. (16,160) (22,013)
-------- --------
$ 10,168 $ 10,739
======== ========
</TABLE>

4. OTHER ASSETS

During 1996, the Company entered into a marketing agreement with Integrated
Medical Networks, Inc. ("IMN") for the marketing rights of certain software
which will provide financial and managed care applications for entities within
the healthcare industry. Under the terms of the agreement, IMN will perform
significant enhancements to existing technology over a three year period. AHIS
will retain worldwide, perpetual marketing rights, as defined, for the resulting
technology. For the year ended December 31, 1996, AHIS made payments totaling
approximately $5,811,000 under this agreement and is included in other assets in
the accompanying financial statements. As discussed in Note 12, this agreement
and related asset was transferred to Alltel in conjunction with the sale of the
Company.

5. OTHER CURRENT LIABILITIES

Included in other current liabilities were the following as of December 31,
1995 and 1996 (in thousands):

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Accrued compensation and incentives......................... $ 6,434 $ 6,603
Accrued hardware costs...................................... 3,700 3,326
Accrued royalty costs....................................... 1,045 648
Current portion of long-term debt........................... 260 86
Other....................................................... 6,229 9,715
------- -------
$17,668 $20,378
======= =======
</TABLE>

6. INCOME TAXES

The Company files its income tax return with AIS which files as part of the
consolidated Alltel group. Income tax expense and related balances shown in the
accompanying financial statements have been determined as if the Company filed
its tax return on a separate company basis.

F-32
<PAGE> 107
ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996 -- (CONTINUED)

6. INCOME TAXES (CONTINUED)
The income tax benefit (provision) consists of the following (in
thousands):

<TABLE>
<CAPTION>
PERIOD ENDED
1995 1996 JANUARY 23, 1997
------- ------- ----------------
<S> <C> <C> <C>
Current
Federal........................................ $ 4,123 $ 2,503 $ --
State and other................................ 1,030 626 --
------- ------- ----
Deferred......................................... 5,153 3,129 --
------- ------- ----
Federal........................................ (4,833) (1,829) 377
State and other................................ (1,207) (457) 69
------- ------- ----
(6,040) (2,286) 446
------- ------- ----
$ (887) $ 843 $446
======= ======= ====
</TABLE>

A reconciliation of the federal statutory rate and the effective income tax
rate follows (in thousands):

<TABLE>
<CAPTION>
PERIOD ENDED
1995 1996 JANUARY 23, 1997
----- ------ ----------------
<S> <C> <C> <C>
Statutory federal income tax rate (34%)......... $(508) $1,033 $413
Meals and entertainment....................... (128) (164) (14)
State income taxes............................ (141) 76 46
Non-deductible amortization................... (91) (101) (8)
Other......................................... (19) (1) --
----- ------ ----
Income tax benefit (provision)................ $(887) $ 843 $437
===== ====== ====
</TABLE>

The significant components of the Company's net deferred tax liability were
as follows (in thousands):

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Deferred tax assets
Deferred revenue.......................................... $ 4,009 $ 3,596
Inventory and accounts receivable allowances.............. 710 846
Compensation related accrued expenses..................... 584 806
Accrued expenses.......................................... 1,627 1,624
Deferred rent............................................. 660 484
Other..................................................... 1,949 844
-------- --------
9,539 8,200
-------- --------
Deferred tax liabilities
Capitalization of software development costs.............. (10,298) (11,475)
Depreciation.............................................. (1,039) (856)
Other..................................................... (1,528) (1,481)
-------- --------
(12,865) (13,812)
-------- --------
Net deferred tax liability.................................. $ (3,326) $ (5,612)
======== ========
</TABLE>

F-33
<PAGE> 108
ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996 -- (CONTINUED)

6. INCOME TAXES (CONTINUED)
7. EMPLOYEE BENEFIT PLANS

Effective January 1, 1995, through Alltel, employees of the Company may
participate in a noncontributory, trusteed profit-sharing plan which covers
substantially all employees who meet certain length-of-service requirements.
Company contributions are determined annually by the Board of Directors of
Alltel. Contributions to the plan approximated $1,516,000 and $1,781,000 for the
years ended December 31, 1995 and 1996, respectively. During 1994, the Company
maintained a defined contribution profit-sharing plan. This plan was merged into
the Alltel trusteed thrift plan, discussed below during 1995.

Also, effective January 1, 1995, through Alltel, substantially all
employees of the Company may participate in the Alltel trusteed thrift plan.
Employees may contribute up to 10% of the employee's salary and the employer's
matching contribution is the lesser of 25% of the employee's contribution or
1.5% of the employee's salary. The trusteed thrift plan is intended to meet all
requirements of qualifications under Section 401(k) of the Internal Revenue
Code. Company contributions to the trusteed thrift plan were approximately
$412,000 and $452,000 for the years ended December 31, 1995 and 1996,
respectively.

During 1995, employees of the Company became eligible to participate in the
AIS Employee Stock Purchase Plan (the "ESPP") which has reserved for issuance
1,000,000 shares of Alltel common stock. The ESPP provides for the purchase of
shares of common stock by employees through payroll deductions which may not
exceed five percent of employee compensation, as defined. The employee
contributes 85% of the prevailing market price of the shares, which are
purchased on the open market. The remaining 15% is expensed by the Company in
the period the contribution is made. Company contributions to the ESPP were
approximately $104,000 and $48,000 for the years ended December 31, 1995 and
1996, respectively. On June 30, 1996, the ESPP was terminated.

During 1995, the employees of the Company became eligible to participate in
various benefit plans which were administered by Alltel. In addition to the
trusteed profit-sharing plan and trusteed thrift plan, employees were also
eligible to participate in certain benefit plans including group medical, dental
and other various plans. Total expenses related to these plans were
approximately $2,196,000 and $2,328,000 for the years ended December 31, 1995
and 1996, respectively and $194,000 for the period from January 1, 1997 through
January 23, 1997.

8. COMMITMENTS AND CONTINGENCIES

NONCANCELABLE OPERATING LEASES

The Company leases offices and certain equipment under noncancelable
operating leases. Rental expense under operating leases was approximately
$7,014,000 and $5,531,000 for the years ended December 31, 1995 and 1996,
respectively, and $461,000 for the period from January 1, 1997 through January
23, 1997. Future minimum rental payments for noncancelable operating leases as
of December 31, 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1997................................................... $ 4,877
1998................................................... 4,818
1999................................................... 3,625
2000................................................... 1,535
2001................................................... 1,414
Thereafter............................................. 1,798
-------
$18,067
=======
</TABLE>

F-34
<PAGE> 109
ALLTEL HEALTHCARE INFORMATION SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996 -- (CONTINUED)

8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
LITIGATION

9. RELATED PARTY TRANSACTIONS

The intercompany payable to parent balance represents amounts owed to
Alltel related to cash disbursements and receipts activity and certain other
transactions. All vendor related invoices are charged to this account at the
time an invoice is processed and, consequently, the accompanying financial
statements do not reflect an accounts payable balance. The intercompany balance
is reduced upon the posting of cash receipts. Intercompany interest of
approximately $2,833,000 and $3,858,000 for the years ended December 31, 1995
and 1996, respectively, and $379,000 for the period from January 1, 1997 through
January 23, 1997 was charged to this account at interest rates which ranged from
3.5% to 8.0% which represented the incremental borrowing rates of Alltel. As
more fully discussed in Note 12, the intercompany payable balance was converted
to equity on January 24, 1997 in connection with the sale of the Company.

For the years ended December 31, 1995 and 1996, Alltel charged the Company
approximately $2,277,000 and $2,100,000, respectively, and $175,000 for the
period January 1, 1997 through January 24, 1997 for costs related to providing
certain data center charges in conjunction with an outsourcing contract between
the Company and one of its customers.

During 1995 and 1996, legal services and external fees were provided and
paid by Alltel. These costs were approximately $1,869,000 and $964,000 for the
years ended December 31, 1995 and 1996, respectively, and are reflected in
general and administrative expenses in the accompanying financial statements.

During 1996 certain administrative services were performed by AIS, the cost
of which was estimated to be approximately $585,000 and is reflected in general
and administrative expenses in the accompanying financial statements. Prior to
1996, these functions were performed directly by employees of the Company and,
accordingly, the related costs are reflected in the accompanying financial
statements.

10. SUBSEQUENT EVENT

On January 24, 1997, the Company was purchased by Eclipsys Corporation
(formerly Integrated Healthcare Solutions, Inc.) for cash and other
consideration totaling approximately $201,500,000, including liabilities
assumed. Pursuant to the acquisition agreement, Alltel will retain the rights to
certain assets of the Company. These assets include the IMN marketing rights
(Note 4) with a balance of approximately $5,811,000 as of December 31, 1996 and
one of the Company's software products with related net capitalized software
costs as of December 31, 1996 of approximately $6,543,000.

F-35
<PAGE> 110

INDEPENDENT AUDITORS' REPORT

The Board of Directors
SDK Healthcare Information Systems:

We have audited the accompanying balance sheets of SDK Healthcare
Information Systems as of April 30, 1997 and 1996, and the related statements of
operations and retained earnings, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SDK Healthcare Information
Systems at April 30, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

KPMG PEAT MARWICK LLP

Boston, Massachusetts

June 12, 1997 (except for note 10 which is as of June 26, 1997)

F-36
<PAGE> 111

SDK HEALTHCARE INFORMATION SYSTEMS
BALANCE SHEETS
APRIL 30, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 674,047 $ 384,920
Accounts receivable, trade, less allowance for doubtful
accounts of $148,522 in 1997 and 1996 (note 9)......... 1,038,868 1,314,429
Revenue in excess of billings............................. 230,456 473,264
Current portion of notes receivable....................... 72,236 85,836
Prepaid expenses.......................................... 14,480 13,998
---------- ----------
Total current assets.............................. 2,030,087 2,272,447
---------- ----------
Property, plant and equipment (notes 3 and 5)............... 5,268,787 5,210,881
Less accumulated depreciation and amortization............ 4,444,571 4,236,990
---------- ----------
Net property, plant and equipment...................... 824,216 973,891
---------- ----------
Software production costs, net (note 2c).................... 780,829 719,367
Notes receivable, net of current portion.................... 14,264 86,500
Other assets................................................ 32,766 32,356
---------- ----------
Total assets...................................... $3,682,162 $4,084,561
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current capital lease obligation, building (note 5)....... $ 182,499 $ 149,705
Accounts payable.......................................... 285,665 310,275
Accrued expenses.......................................... 332,951 295,467
Income taxes payable...................................... 164,703 232,504
Deferred revenue............................................ 525,186 263,320
Deferred income taxes (note 6).............................. 60,236 47,344
---------- ----------
Total current liabilities......................... 1,551,240 1,298,615
---------- ----------
Capital lease obligation, building, excluding current
installment (note 5)...................................... 264,035 446,534
Deferred income taxes (note 6).............................. 144,210 279,001
---------- ----------
Total liabilities................................. 1,959,485 2,024,150
---------- ----------
Stockholders' equity (note 7):
Preferred stock, $6 noncumulative, no par. Authorized,
issued and outstanding 2,500 shares ($100 per share
liquidation preference)................................ 250,000 250,000
Common stock, voting, no par. Authorized 10,000; issued
and outstanding 5,000 shares........................... 10,000 10,000
Common stock, nonvoting, $.01 par. Authorized 700,000
shares; issued and outstanding 505,500 shares.......... 5,055 5,055
Additional paid-in capital................................ 52,046 52,046
Retained earnings......................................... 1,405,576 1,743,310
---------- ----------
Total stockholders' equity........................ 1,722,677 2,060,411
---------- ----------
Total liabilities and stockholders' equity... $3,682,162 $4,084,561
========== ==========
</TABLE>

See accompanying notes to financial statements.
F-37
<PAGE> 112

SDK HEALTHCARE INFORMATION SYSTEMS
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED APRIL 30, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Revenues (note 9)........................................... $6,801,412 $9,545,114
Operating expenses:
Cost of revenues.......................................... 4,624,029 5,775,035
Sales and marketing....................................... 916,891 1,013,875
General and administrative................................ 1,334,808 1,270,825
Research and development.................................. 308,570 378,574
---------- ----------
Total operating expenses............................... 7,184,298 8,438,309
---------- ----------
Income (loss) from operations.......................... (382,886) 1,106,805
---------- ----------
Other (income) expense:
Interest income........................................... (24,825) (14,077)
Interest expense -- capital leases........................ 105,871 132,773
Interest expense -- other................................. 866 8,144
---------- ----------
Total other expense.................................... 81,912 126,840
---------- ----------
Income (loss) before income taxes...................... (464,798) 979,965
---------- ----------
Income tax expense (benefit) (note 6):
Current................................................... (5,165) 287,315
Deferred.................................................. (121,899) 119,867
---------- ----------
(127,064) 407,182
---------- ----------
Net income (loss)...................................... (337,734) 572,783
Retained earnings at beginning of year...................... 1,743,310 1,170,527
---------- ----------
Retained earnings at end of year............................ $1,405,576 $1,743,310
========== ==========
Earnings (loss) per common share............................ $ (.66) $ 1.12
========== ==========
Weighted average common shares outstanding.................. 510,500 510,500
========== ==========
</TABLE>

See accompanying notes to financial statements.
F-38
<PAGE> 113

SDK HEALTHCARE INFORMATION SYSTEMS
STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $(337,734) $ 572,783
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization.......................... 609,405 644,518
Recovery of losses on accounts receivable.............. -- (20,971)
Deferred income taxes.................................. (121,899) 86,855
Changes in operating assets and liabilities:
Accounts receivable, trade........................... 275,561 400,350
Prepaid expenses..................................... (482) 72
Other current assets................................. 242,808 (445,347)
Accounts payable..................................... (24,610) (159,748)
Accrued expenses..................................... 37,484 36,312
Income taxes payable................................. (67,801) 232,504
Deferred revenue..................................... 261,866 85,350
--------- ----------
Net cash provided by operating activities......... 874,598 1,432,678
--------- ----------
Cash flows from investing activities:
Additions to property, plant and equipment................ (65,737) (155,817)
Additions to software production costs.................... (455,455) (448,031)
Other assets.............................................. (410) (988)
--------- ----------
Net cash used for investing activities............ (521,602) (604,836)
--------- ----------
Cash flows from financing activities:
Net repayments under line-of-credit agreement............. -- (633,114)
Payments on obligations under capital leases.............. (149,705) (122,803)
Decrease in notes receivable.............................. 85,836 86,491
--------- ----------
Net cash used for financing activities............ (63,869) (669,426)
--------- ----------
Net increase in cash and cash equivalents................... 289,127 158,416
Cash and cash equivalents at beginning of year.............. 384,920 226,504
--------- ----------
Cash and cash equivalents at end of year.................... $ 674,047 $ 384,920
========= ==========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest............................................... $ 106,737 $ 140,917
========= ==========
Income taxes........................................... $ 19,725 $ 88,118
========= ==========
</TABLE>

See accompanying notes to financial statements.
F-39
<PAGE> 114

SDK HEALTHCARE INFORMATION SYSTEMS
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1997 AND 1996

(1) NATURE OF BUSINESS

The Company designs, markets, installs and supports a totally integrated
Patient Financial Management System. This turnkey software solution provides
single facility and multi-entity organizations with the ability to track and
process billing for traditional and managed care patients from initial patient
scheduling through final account resolution. The Company additionally offers
complete installation and training services, as well as facilities management
and remote processing from its corporate based data center. The Company does
business as SDK Healthcare Information Systems; however, its legal name is SDK
Medical Computer Services Corporation. The Company has offices in Boston,
Massachusetts (corporate headquarters) and Albany, New York.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue Recognition

Revenue from software licensing fees is recognized: (a) upon delivery of
the software, if no significant obligations remain; (b) when the software has
been delivered and the obligations have been performed, if significant
obligations are required; and (c) under the percentage-of-completion method of
accounting, if significant production, modification or customization of the
software is required.

The Company recognizes service revenue from its remote data processing
services upon delivery of the service.

Revenues from maintenance agreements are recognized over the term of the
agreement. Advance billings to customers are recorded as deferred revenue until
earned. The Company recognizes revenues from hardware sales upon shipment of the
hardware.

(b) Property, Plant and Equipment

Property, plant and equipment is stated at cost. Property under capital
leases is stated at the lower of the present value of minimum lease payments at
the beginning of the lease term or fair value at the inception of the lease.

Depreciation on property, plant and equipment is calculated using
straight-line and accelerated methods over the estimated useful lives of the
assets. Property held under capital lease and leasehold improvements are
amortized on the straight-line method over the shorter of the lease term or
estimated useful life of the asset.

In accordance with Financial Accounting Standards Board Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, the Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. If it is determined that the carrying amount of
an asset cannot be fully recovered, an impairment loss is recognized.

The Company capitalizes the costs of producing software product masters,
which include coding and testing. Direct costs of establishing technological
feasibility (planning and designing, including detailed program design) are
charged to research and development expense as incurred.

The total amount of software production costs capitalized during fiscal
1997 and 1996 amounted to $445,455 and $448,031, respectively. Such costs are
amortized on a product-by-product basis at the greater of the amount computed
using (a) the ratio that current revenues for the product bear to the total of
current and anticipated future revenues for that product or (b) the
straight-line method over the estimated economic life

F-40
<PAGE> 115
SDK HEALTHCARE INFORMATION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1997 AND 1996

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of the product, generally three years. The recoverability of such costs is
reviewed on an ongoing basis. Amortization totaled $393,993 and $450,251 for
1997 and 1996, respectively.

(d) Research and Development Costs

Research and development costs are charged to operations as incurred. For
the years ended April 30, 1997 and 1996, research and development costs incurred
were $308,570 and $378,574, respectively.

(e) Cash and Cash Equivalents

For purposes of the statement of cash flows, all highly liquid debt
instruments with an original maturity of three months or less are considered to
be cash equivalents.

(f) Income Taxes

The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

(g) Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

(h) Fair Value of Financial Instruments

Financial instruments of the Company consist of cash and cash equivalents,
accounts receivable, notes receivable, accounts payable and notes payable. The
carrying amount of these financial instruments approximates their fair value.

(i) Earnings per share

Net income (loss) per share is computed based on the weighted average
number of equivalent shares of the Company's common stock outstanding during
each period. Fully diluted net income (loss) per share is not significantly
different from primary net income (loss) per share amounts.

(j) Reclassifications

Certain reclassifications were made to the 1996 financial statements to
conform to the 1997 presentation.

F-41
<PAGE> 116
SDK HEALTHCARE INFORMATION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1997 AND 1996

(3) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at April 30:

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Land and buildings.......................................... $1,101,702 $1,101,702
Building improvements....................................... 730,370 730,370
Equipment................................................... 3,113,776 3,071,653
Furniture and fixtures...................................... 236,263 220,480
Motor vehicles.............................................. 86,676 86,676
---------- ----------
$5,268,787 $5,210,881
========== ==========
</TABLE>

(4) FINANCING ARRANGEMENT

The Company has available a bank line-of-credit which provides for
unsecured borrowings of up to $1,250,000. There were no borrowings outstanding
at April 30, 1997 or 1996. Interest is payable monthly at an annual rate equal
to the prime rate plus .75%. At April 30, 1997 and 1996, this rate was 8.5% and
9.0%, respectively.

(5) LEASE OBLIGATIONS

The Company leases its principal operating facilities from a trust, the
beneficiaries of which are certain stockholders of the Company. The original
lease, entered into in June 1984, called for expiration in July 1989 and allowed
for renewal of three five-year terms. In April 1990, the lease was revised to
extend the expiration date through July 1999 and reduce the monthly rental
payments. In addition to the basic annual rent, as adjusted for changes in the
Consumer Price Index, the Company is obligated to pay all real estate taxes. The
lease has been accounted for as a capital lease.

The Company leased computer equipment under capital leases which expired at
various dates through 1996. The Company also leases equipment under leases
expiring through 1999, which have been accounted for as operating leases.

The present value of future minimum capital lease payments and the future
minimum lease payments under noncancelable operating leases as of April 30,
1997, are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
--------- ---------
<S> <C> <C>
Year ending April 30:
1998...................................................... $ 255,576 $26,270
1999...................................................... 255,576 3,160
2000...................................................... 42,596 --
--------- -------
Minimum future lease payments.......................... 553,748 $29,430
=======
Less amounts representing interest.......................... (107,214)
---------
Present value of minimum future lease payments......... 446,534
Less current installments................................... (182,499)
---------
Obligations under capital leases, excluding current
installments......................................... $ 264,035
=========
</TABLE>

Rent expense under operating leases amounted to $33,787 in 1997 and $61,825
in 1996.

F-42
<PAGE> 117
SDK HEALTHCARE INFORMATION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1997 AND 1996

(5) LEASE OBLIGATIONS (CONTINUED)
The related assets and accumulated amortization thereon under capital lease
obligations are included in property, plant and equipment at April 30, 1997, as
follows:

<TABLE>
<S> <C>
Building.................................................... $ 1,101,702
Equipment................................................... 148,157
-----------
1,249,859
Less accumulated amortization............................... (1,087,775)
-----------
$ 162,084
===========
</TABLE>

(6) INCOME TAXES

Income tax expense (benefit) consists of the following at April 30:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
-------- --------- ---------
<S> <C> <C> <C>
1997:
Federal........................................... $ 3,668 $ (93,221) $ (89,553)
State............................................. (8,833) (28,678) (37,511)
-------- --------- ---------
$ (5,165) $(121,899) $(127,064)
======== ========= =========
1996:
Federal........................................... $195,370 $ 117,104 $ 312,474
State............................................. 91,945 2,763 94,708
-------- --------- ---------
$287,315 $ 119,867 $ 407,182
======== ========= =========
</TABLE>

Total income tax expense (benefit) differs from the amounts computed by
applying the U.S. federal income tax rate of 34% as a result of the following:

<TABLE>
<CAPTION>
1997 1996
--------- --------
<S> <C> <C>
Computed "expected" tax expense (benefit)................... $(136,611) $333,188
State and local income taxes (benefit), net of federal tax
benefit................................................... (23,539) 62,507
Research and development credit............................. -- --
Nondeductible expenses...................................... 8,968 5,765
Other....................................................... 24,118 5,722
--------- --------
$(127,064) $407,182
========= ========
</TABLE>

F-43
<PAGE> 118
SDK HEALTHCARE INFORMATION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1997 AND 1996

(6) INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at April 30 are
presented below:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Current deferred tax assets (liabilities):
Deferred revenues......................................... $ 16,315 $ 45,634
Accounts receivable due to allowance for doubtful
accounts............................................... 59,810 45,716
Cash basis adjustment..................................... (153,438) (153,438)
Other..................................................... 17,077 14,744
--------- ---------
Total net current deferred tax liabilities............. (60,236) (47,344)
--------- ---------
Noncurrent deferred tax assets (liabilities):
Capital lease treated as operating lease for tax
purposes............................................... 117,141 147,302
State net operating loss carryforward..................... 7,176 --
Research credit and alternative minimum tax credits....... 45,119 21,539
Cash basis adjustment..................................... -- (153,438)
Software capitalized for books, expensed for tax
purposes............................................... (314,440) (289,688)
Property, plant and equipment, principally depreciation... 794 (4,716)
--------- ---------
Total net noncurrent deferred tax liabilities.......... (144,210) (279,001)
--------- ---------
Net deferred tax liabilities........................... $(204,446) $(326,345)
========= =========
</TABLE>

The Company has research credit carryovers of approximately $45,000
expiring in various amounts through the year 2010 which can be used to offset
future federal taxable income and income taxes.

(7) COMMON STOCK

At April 30, 1986, options to purchase 7,500 shares of nonvoting common
stock of the Company were held by certain key employees under Nonqualified Stock
Option Agreements. The options were exercised in 1987 at prices of $.99-1.39 per
share, the fair market value at the date of grant. Shares issued under these
agreements must be offered to the Company for repurchase at the then current
book value as of the immediately preceding April 30 upon termination of
employment or upon the occurrence of certain other events. There was no activity
during 1996 or 1997 under the agreements.

(8) PROFIT-SHARING PLAN

The Company maintains a profit-sharing plan for the benefit of eligible
employees. The Plan provides that the Company's contribution be determined by a
resolution of the board of directors, and there is no minimum contribution
required. The Company incurred profit-sharing expense of $137,921 and $100,000
in 1997 and 1996, respectively.

(9) BUSINESS AND CREDIT CONCENTRATION

Substantially all of the Company's sales for 1997 and 1996 were to medical
facilities. Accordingly, all of the Company's accounts receivable at April 30,
1997 and 1996, are due from medical facilities.

F-44
<PAGE> 119
SDK HEALTHCARE INFORMATION SYSTEMS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1997 AND 1996

(9) BUSINESS AND CREDIT CONCENTRATION (CONTINUED)
The following table summaries sales to major customers as a percentage of
total sales for the period:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Customer A.................................................. 15% --
Customer B.................................................. 13% 21%
Customer C.................................................. 10% 17%
Customer D.................................................. -- 12%
</TABLE>

(10) SUBSEQUENT EVENT

On June 26, 1997, the Company was acquired by Eclipsys Corporation.

F-45
<PAGE> 120

LOGO
<PAGE> 121

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the sale and distribution of the
securities being registered, other than the underwriting discounts and
commissions. All amounts shown are estimates except for the Securities and
Exchange Commission registration fee and the NASD filing fee.

<TABLE>
<S> <C>
SEC registration fee........................................ $ 29,500
NASD filing fee............................................. 10,500
Nasdaq National Market listing fee.......................... 95,000
Blue Sky fees and expenses.................................. 12,000
Transfer Agent and Registrar fees........................... 12,500
Accounting fees and expenses................................ 400,000
Legal fees and expenses..................................... 400,000
Printing and mailing expenses............................... 300,000
Miscellaneous............................................... 440,500
----------
Total....................................................... $1,700,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article EIGHTH of the Registrant's Third Amended and Restated Certificate
of Incorporation (the "Restated Certificate of Incorporation"), which will be
filed immediately following the closing of this offering, provides that no
director of the Registrant shall be personally liable for monetary damages for
breach of his or her fiduciary duty as a director, except for (i) any breach of
such director's duty of loyalty to the Registrant, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) any transaction from which such director derived an improper person
benefit or (iv) actions under Section 174 of the Delaware General Corporation
Law and otherwise to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors.

Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Under Section 9 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Reference is made to
the form of Underwriting Agreement filed as Exhibit 1 hereto.

Messrs. Denning and Ford, the elected representatives of General Atlantic
Partners 28, L.P. ("GAP 28"), General Atlantic Partners 38, L.P. ("GAP 38"),
General Atlantic Partners 47, L.P. ("GAP 47") and GAP Coinvestment Partners,
L.P. to the Company's Board of Directors, are indemnified against liability they
may incur in their capacity as directors of the Company pursuant to the limited
partnership agreements of each of GAP 28, GAP 38 and GAP 47.

II-1
<PAGE> 122

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding shares of Common Stock and
Preferred Stock issued, warrants issued and options granted by the Registrant
since its incorporation in December 1995 (adjusted to give effect to the 3-for-2
stock split effected in May 1997 and the 2-for-3 reverse stock split effected in
June 1998).

(a) Issuances of Capital Stock and Warrants

In December 1995, the Registrant issued 1,685,583 shares of Common Stock in
exchange for initial capitalization of the Company in the amount of $250,000.

In April 1996, the Registrant issued 109,999 shares of Common Stock to
private investors for $.01 per share.

In May 1996, the Company issued to Partners HealthCare System, Inc.
("Partners"), in connection with the license of certain technology from
Partners, 988,290 shares of Common Stock.

In May 1996, the Company sold 1,000,000 shares of Series A Convertible
Participating Preferred Stock to private investors for an aggregate purchase
price of $6.0 million.

In January 1997, the Company issued to AIS as partial consideration in
connection with the acquisition of a wholly owned subsidiary of AIS, (i) 20,000
shares of Series C 8.5% Cumulative Redeemable Preferred Stock (having a
redemption value of $1,000 per share plus accumulated dividends) and (ii)
2,077,497 shares of Series D Convertible Preferred Stock.

In January 1997, the Company sold to private investors (i) for an aggregate
of $30.0 million, 30,000 shares of Series B 8.5% Cumulative Redeemable Preferred
Stock (having a redemption value of $1,000 per share plus accumulated dividends)
and two warrants to purchase up to an aggregate of 1,799,715 shares of
Non-Voting Common Stock (which number is reduced under certain circumstances) at
a purchase price of $.01 per share and (ii) 4,981,289 shares of Series D
Convertible Preferred Stock and 896,431 shares of Series E Convertible Preferred
Stock for an aggregate of $73.8 million. At the same time, all of the issued and
outstanding shares of Series A Convertible Participating Preferred Stock were
exchanged for Series F Convertible Preferred Stock at the rate of 1.478097
shares of Series F Convertible Preferred Stock for each share of Series A
Convertible Participating Preferred Stock.

In June 1997, the Company issued to the former stockholders of SDK Medical
Computer Services Corporation ("SDK"), as partial consideration in connection
with the acquisition of SDK, an aggregate of 499,997 shares of Common Stock.

In January 1998, the Company issued to Motorola, Inc. ("Motorola"), as
consideration in connection with the acquisition of a division of Motorola,
1,000,000 shares of Common Stock.

In January 1998, the Company sold 900,000 shares of Series G Convertible
Preferred Stock to private investors for an aggregate purchase price of $9.0
million.

At the closing of this Offering, each share of Series D and Series F
Convertible Preferred Stock will be converted into one share of Common Stock (an
aggregate of 8,536,883 shares of Common Stock), each share of Series G
Convertible Preferred Stock will be converted into two-thirds of a share of
Common Stock (an aggregate of 599,999 shares of Common Stock) and each share of
Series E Convertible Preferred Stock will be converted into one share of
Non-Voting Common Stock (an aggregate of 896,431 shares of Non-Voting Common
Stock). In addition, at the closing of this Offering, all outstanding shares of
the Series B Redeemable Preferred Stock and the Series C Redeemable Preferred
Stock will be redeemed by the Company.

(b) Grants and Exercises of Stock Options

The Registrant's 1996 Stock Plan was adopted by the Board of Directors in
April 1996. As of June 1, 1998, options to purchase an aggregate of 2,151,980
shares of Common Stock were outstanding under this plan, 124,999 shares of
restricted stock had been granted under this plan and the Registrant had issued
shares of Common Stock upon the exercise of options granted under such plan.

II-2
<PAGE> 123

The Registrant's 1998 Stock Incentive Plan was adopted by the Board of
Directors on April 8, 1998. Options to purchase 478,328 shares of Common Stock
at prices ranging from $13.50 per share to $60.00 per share have been granted
under the Incentive Plan.

The Registrant's 1998 Employee Stock Purchase Plan was adopted by the Board
of Directors, subject to stockholder approval, on April 8, 1998. No stock has
been issued or options granted under this plan.

The securities issued in the foregoing transactions in paragraphs (a) and
(b) above were either (i) offered and sold in reliance upon exemptions from
Securities Act registration set forth in Sections 3(b) and 4(2) of the
Securities Act, or any regulations promulgated thereunder, relating to sales by
an issuer not involving any public offering, or (ii) in the case of certain
shares of restricted stock and options to purchase shares of Common Stock and
shares of Common Stock issued upon the exercise of such options, such offers and
sales were made in reliance upon an exemption from registration under Rule 701
of the Securities Act. No underwriters were involved in the foregoing sales of
securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
1 Form of Underwriting Agreement.
2.1* Agreement of Merger among Alltel Healthcare Information
Services, Inc., Alltel Information Services, Inc., Eclipsys
Corporation and Eclipsys Solutions Corp. dated as of January
24, 1997.
2.2* Amended and Restated Stock Purchase Agreement among Eclipsys
Corporation, SDK Medical Computer Services Corporation and
the Selling Stockholders listed therein dated June 26, 1997.
2.3* Asset Purchase Agreement by and among Motorola, Inc.,
Eclipsys Corporation and Emtek Healthcare Corporation dated
January 30, 1998.
3.1 Second Amended and Restated Certificate of Incorporation of
the Registrant, as amended.
3.2 Third Amended and Restated Certificate of Incorporation of
the Registrant, to be filed upon the closing of this
Offering.
3.3 By-Laws of the Registrant, as amended.
3.4 Amended and Restated By-Laws of the Registrant, to be
effective upon the closing of this Offering.
4.1 Specimen certificate for shares of Common Stock.
5 Opinion of Hale and Dorr LLP.
10.1* Second Amended and Restated Registration Rights Agreement.
10.2* Second Amended and Restated Stockholders Agreement.
10.3* Warrant to Purchase Non-Voting Common Stock, dated January
24, 1997, granted to First Union Corporation.
10.3A** Amendment to Warrant granted to First Union Corporation.
10.4* Warrant to Purchase Non-Voting Common Stock, dated January
24, 1997, granted to BT Investment Partners, Inc.
10.4A** Amendment to Warrant granted to BT Investment Partners, Inc.
10.5*+ Information Systems Technology License Agreement, dated as
of May 3, 1996, by and among Partners Healthcare System,
Inc., Brigham and Women's Hospital, Inc. and Integrated
Healthcare Solutions, Inc.
10.6* Preferred Stock Purchase Agreement by and among Eclipsys
Corporation, General Atlantic Partners 47, L.P. and GAP
Coinvestment Partners, L.P. dated February 4, 1998.
10.7* 1996 Stock Plan.
10.8* 1998 Stock Incentive Plan.
10.9* 1998 Employee Stock Purchase Plan.
10.10* Employment Letter, dated as of May 1, 1996, to Harvey J.
Wilson from Integrated Healthcare Solutions, Inc.
</TABLE>

II-3
<PAGE> 124

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
10.11 First Amended and Restated Credit Agreement dated May 29,
1998, by and among Eclipsys Corporation, First Union
National Bank, f/k/a First Union National Bank of North
Carolina as Agent and BankBoston, N.A. as Co-Agent.
11* Computation of earnings per common share.
21* Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse LLP (to use of the Financial
Statements of the Company).
23.2 Consent of Price Waterhouse LLP (to use of the Financial
Statements of Alltel Healthcare Information Services, Inc.).
23.3* Consent of KPMG Peat Marwick.
23.4 Consent of Hale and Dorr LLP (included in Exhibit 5).
24* Power of Attorney.
27* Financial Data Schedule (for SEC use only).
</TABLE>

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

* Previously filed.

** To be filed by amendment.

+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.

II-4
<PAGE> 125

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Delray Beach,
Florida, on this 26th day of June, 1998.

ECLIPSYS CORPORATION

By: /s/ HARVEY J. WILSON

------------------------------------
Harvey J. Wilson
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HARVEY J. WILSON President and Chief Executive June 26, 1998
- --------------------------------------------- Officer (Principal Executive
Harvey J. Wilson Officer), Director

/s/ ROBERT J. VANARIA Senior Vice President, June 26, 1998
- --------------------------------------------- Administration and Chief Financial
Robert J. Vanaria Officer (Principal Financial and
Accounting Officer)

* Director June 26, 1998
- ---------------------------------------------
Steven A. Denning

* Director June 26, 1998
- ---------------------------------------------
G. Fred DiBona

* Director June 26, 1998
- ---------------------------------------------
Eugene Fife

* Director June 26, 1998
- ---------------------------------------------
William E. Ford

* Director June 26, 1998
- ---------------------------------------------
Jeffrey H. Fox

* Director June 26, 1998
- ---------------------------------------------
Jay B. Pieper

* Director June 26, 1998
- ---------------------------------------------
Richard D. Severns

*By: /s/ HARVEY J. WILSON
----------------------------------------
Harvey J. Wilson
Attorney-in-fact
</TABLE>

II-5
<PAGE> 126

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

ECLIPSYS CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
ADDITIONS
---------------------
CHARGED
BALANCE AT TO COSTS ACCOUNTS BALANCE AT
BEGINNING AND ACQUIRED WRITTEN OFF END OF
DESCRIPTION OF PERIOD EXPENSES RESERVES /RELEASED PERIOD
- ----------- ---------- --------- --------- ------------ ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts.............. $ -- $ 600 $1,473 $(334) $ 1,739
==== ======= ====== ===== =======
Tax asset valuation allowance................ $550 $54,113 $ -- $ -- $54,663
==== ======= ====== ===== =======
</TABLE>

ECLIPSYS CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
ADDITIONS
---------------------
CHARGED
BALANCE AT TO COSTS BALANCE AT
BEGINNING AND ACQUIRED ACCOUNTS END OF
DESCRIPTION OF PERIOD EXPENSES RESERVES WRITTEN OFF PERIOD
- ----------- ---------- --------- --------- ------------ ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts.............. $ -- $ -- $ -- $ -- $ --
==== ==== ====== ===== ====
Tax asset valuation allowance................ $ -- $550 $ -- $ -- $550
==== ==== ====== ===== ====
</TABLE>

S-1
<PAGE> 127

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

* Previously filed.

** To be filed by amendment.

+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.

<PAGE> 1
EXHIBIT 1

4,700,000 SHARES

ECLIPSYS CORPORATION

COMMON STOCK, PAR VALUE $.01 PER SHARE

UNDERWRITING AGREEMENT

June __, 1998
<PAGE> 2

June __, 1998

Morgan Stanley & Co. Incorporated
BancAmerica Robertson Stephens
Lehman Brothers Inc.
Smith Barney Inc
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Morgan Stanley & Co. International Limited
BA Robertson Stephens International Limited
Lehman Brothers International (Europe)
Smith Barney Inc
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England

Dear Sirs and Mesdames:

Eclipsys Corporation, a Delaware corporation (the "COMPANY"), proposes
to issue and sell to the several Underwriters (as defined below), and ALLTEL
Information Services, Inc., a shareholder of the Company (the "SELLING
SHAREHOLDER") proposes to sell to the several Underwriters, an aggregate of
4,700,000 shares of the Common Stock, par value $.01 per share, of the Company
(the "FIRM SHARES"), of which 4,200,000 shares are to be issued and sold by the
Company and 500,000 shares, to be issued upon conversion of shares of Series D
Convertible Preferred Stock (the "SERIES D PREFERRED STOCK") pursuant to the
terms of the Series D Preferred Stock immediately prior to the purchase of the
Firm Shares by the Underwriters, are to be sold by the Selling Shareholder.

It is understood that, subject to the conditions hereinafter stated,
3,760,000 Firm Shares (the "U.S. FIRM SHARES") will be sold to the several U.S.
Underwriters named in Schedule I hereto (the "U.S. UNDERWRITERS") in connection
with the offering and sale of such U.S. Firm Shares in the United States and
Canada to United States and Canadian Persons (as such terms are

1
<PAGE> 3
defined in the Agreement Between U.S. and International Underwriters of even
date herewith), and 940,000 Firm Shares (the "INTERNATIONAL SHARES") will be
sold to the several International Underwriters named in Schedule II hereto (the
"INTERNATIONAL UNDERWRITERS") in connection with the offering and sale of such
International Shares outside the United States and Canada to persons other than
United States and Canadian Persons. Morgan Stanley & Co. Incorporated ("MORGAN
STANLEY"), BancAmerica Robertson Stephens, Lehman Brothers Inc. and Smith
Barney Inc shall act as representatives (the "U.S. REPRESENTATIVES") of the
several U.S. Underwriters, and Morgan Stanley & Co. International Limited, BA
Robertson Stephens International Limited, Lehman Brothers International
(Europe) and Smith Barney Inc shall act as representatives (the "INTERNATIONAL
REPRESENTATIVES") of the several International Underwriters. The U.S.
Underwriters and the International Underwriters are hereinafter collectively
referred to as the "UNDERWRITERS," and the U.S. Representatives and the
International Representatives are hereinafter collectively referred to as the
"REPRESENTATIVES."

The Company and the Selling Shareholder also propose to sell to the
several U.S. Underwriters not more than an additional 630,000 shares and 75,000
shares, respectively, of Common Stock, par value $.01 per share (collectively,
the "ADDITIONAL SHARES"), if and to the extent that the U.S. Representatives
shall have determined to exercise, on behalf of the U.S. Underwriters, the
right to purchase such shares of common stock granted to the U.S. Underwriters
in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter
collectively referred to as the "SHARES." The shares of Common Stock, par value
$.01 per share, of the Company to be outstanding after giving effect to the
sales contemplated hereby are hereinafter referred to as the "COMMON STOCK."
The Company and the Selling Shareholder are hereinafter sometimes collectively
referred to as the "SELLERS."

The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement, including a prospectus, relating to the
Shares. The registration statement contains two prospectuses to be used in
connection with the offering and sale of the Shares: the U.S. prospectus, to be
used in connection with the offering and sale of Shares in the United States
and Canada to United States and Canadian Persons, and the international
prospectus, to be used in connection with the offering and sale of Shares
outside the United States and Canada to persons other than United States and
Canadian Persons. The international prospectus is identical to the U.S.
prospectus except for the outside front cover page. The registration statement
as amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT";

2
<PAGE> 4
the U.S. prospectus and the international prospectus in the respective forms
first used to confirm sales of Shares is hereinafter referred to as the
"PROSPECTUS." If the Company has filed an abbreviated registration statement
to register additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference
herein to the term "REGISTRATION STATEMENT" shall be deemed to include such
Rule 462 Registration Statement.

As part of the offering contemplated by this Agreement, Morgan Stanley
has agreed to reserve out of the Shares set forth opposite its name on Schedule
I to this Agreement, up to 235,000 shares, for sale to the Company's employees,
officers, and directors and other parties associated with the Company
(collectively, "PARTICIPANTS"), as set forth in the Prospectus under the
heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Shares to be sold by
Morgan Stanley pursuant to the Directed Share Program (the "DIRECTED SHARES")
will be sold by Morgan Stanley pursuant to this Agreement at the public
offering price. Any Directed Shares not orally confirmed for purchase by any
Participants by the end of the business day on which this Agreement is executed
will be offered to the public by Morgan Stanley as set forth in the Prospectus.

1. Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no
stop order suspending the effectiveness of the Registration
Statement is in effect, and no proceedings for such purpose are
pending before, or, to the knowledge of the Company, threatened
by, the Commission.

(b) (i) The Registration Statement, when it became
effective, did not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, (ii) the Registration Statement and the Prospectus
comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder
and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this
paragraph do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information

3
<PAGE> 5
relating to any Underwriter furnished to the Company in writing
by such Underwriter through you expressly for use therein.

(c) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(d) Each of the Company's subsidiaries (which term, as
used herein, does not include Simione Central Holdings Company,
Inc.) has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a
whole; all of the issued shares of capital stock of each
subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and are owned
directly by the Company, free and clear of all liens,
encumbrances, equities or claims, except for those securing the
Company's commercial credit facility as described in the
Prospectus.

(e) This Agreement has been duly authorized, executed
and delivered by the Company.

(f) The authorized capital stock of the Company
conforms as to legal matters to the description thereof
contained in the Prospectus, including as it relates to the
preferred stock of the Company to be converted or redeemed in
connection with the offering of the Shares.

(g) The shares of Common Stock outstanding prior to the
issuance of the Shares to be sold by the Company have been duly
authorized and are validly issued, fully paid and
non-assessable.

4
<PAGE> 6
(h) The shares of Common Stock to be issued upon
conversion of the Series D Preferred Stock sold by the Selling
Shareholder will, upon such conversion, have been duly
authorized and be validly issued, fully paid and non-assessable.

(i) The Shares to be sold by the Company have been duly
authorized and, when issued and delivered in accordance with the
terms of this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.

(j) The Company has deposited with BankBoston, N.A., as
Custodian (the "CUSTODIAN"), a certificate representing
2,077,497 shares of Common Stock, which shares will be
sufficient to effect the conversion of the Selling Shareholder's
Series D Preferred Stock into Common Stock pursuant to the terms
of the Series D Preferred Stock immediately prior to the
Closing.

(k) The execution and delivery by the Company of, and
the performance by the Company of its obligations under, this
Agreement will not contravene any provision of applicable law or
the certificate of incorporation or by-laws of the Company or
any agreement or other instrument binding upon the Company or
any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree
of any governmental body, agency or court having jurisdiction
over the Company or any subsidiary, and no consent, approval,
authorization or order of, or qualification with, any
governmental body or agency is required for the performance by
the Company of its obligations under this Agreement, except such
as may be required by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the
Shares.

(l) There has not occurred any material adverse change,
or any development involving a prospective material adverse
change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).

(m) There are no legal or governmental proceedings
pending or, to the Company's knowledge, threatened, to which the
Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration
Statement or the Prospectus and are not so

5
<PAGE> 7
described or any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as
required.

(n) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, complied when so filed in all material respects
with the Securities Act and the applicable rules and regulations
of the Commission thereunder.

(o) The accountants who have certified the financial
statements included in the Registration Statement and the
Prospectus (or any amendment or supplement thereto) are
independent public accountants as required by the Securities
Act.

(p) The financial statements of the Company and its
predecessor, ALLTEL Healthcare Information Services, Inc.,
together with related schedules and notes, included in the
Registration Statement and the Prospectus (and any amendment or
supplement thereto), present fairly the consolidated financial
position, results of operations, shareholders' equity and cash
flows of the Company and its subsidiaries and its predecessor,
respectively, on the basis stated in the Registration Statement
at the respective dates or for the respective periods to which
they apply; such statements and related schedules and notes have
been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved,
except as disclosed therein; and the other financial and
statistical information and data of the Company and its
predecessor included in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) are
accurately presented and prepared on a basis consistent with
such financial statements and the books and records of the
Company and its subsidiaries and its predecessor, respectively.

(q) The pro forma combined financial statements of the
Company and its subsidiaries included in the Registration
Statement present fairly the information shown therein, have
been prepared in accordance with the Commission's rules and
guidelines with respect to the pro forma financial statements,
have been prepared on the basis of assumptions described in the
Registration Statement and the Prospectus, and such assumptions
used in the preparation thereof are reasonable, and the
adjustments used therein are appropriate to give effect to the
transactions or circumstances referred to therein.

6
<PAGE> 8
(r) The Company is not and, after giving effect to the
offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment
Company Act of 1940, as amended.

(s) The Company and its subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state
and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("ENVIRONMENTAL
LAWS"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws
to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms
and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a material adverse effect on
the Company and its subsidiaries, taken as a whole.

(t) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital
or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating
activities and any potential liabilities to third parties) which
would, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(u) Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Company and
any person granting such person the right to require the Company
to file a registration statement under the Securities Act with
respect to any securities of the Company or to require the
Company to include such securities with the Shares registered
pursuant to the Registration Statement.

(v) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus, (i) the Company and its subsidiaries have not
incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction not in the
ordinary course of business; (ii) the Company has not purchased
any of its outstanding capital stock, nor declared, paid or

7
<PAGE> 9
otherwise made any dividend or distribution of any kind on its
capital stock other than ordinary and customary dividends; and
(iii) there has not been any material change in the capital
stock, short-term debt or long-term debt of the Company and its
consolidated subsidiaries, except in each case as described in
or contemplated by the Prospectus (exclusive of any amendments
or supplements thereto subsequent to the date of this
Agreement).

(w) The Company and its subsidiaries own or possess, or
can acquire on reasonable terms, all material patents, patent
rights, licenses, inventions, copyrights, know-how (including
trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names currently employed by
them in connection with the business now operated by them, and
neither the Company nor any of its subsidiaries has received any
notice of infringement of or conflict with asserted rights of
others with respect to any of the foregoing which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling
or finding, would result in any material adverse change in the
condition, financial or otherwise, or in the earnings, business
or operations of the Company and its subsidiaries, taken as a
whole.

(x) The Company and each of its subsidiaries are
insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent
and customary in the businesses in which they are engaged;
neither the Company nor any such subsidiary has been refused any
insurance coverage sought or applied for; and neither the
Company nor any such subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely
affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its subsidiaries,
taken as a whole, except as described in or contemplated by the
Prospectus.

(y) The Company and its subsidiaries possess all
certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities
necessary to conduct their respective businesses the absence of
which would have a material adverse effect on the Company and
its subsidiaries taken as a whole, and neither the Company nor
any such subsidiary has received any notice of proceedings
relating to the revocation or modification of any such
certificate, authorization or permit which, singly or in the
aggregate, if

8
<PAGE> 10
the subject of an unfavorable decision, ruling or finding, would
result in a material adverse change in the condition, financial
or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, except as
described in or contemplated by the Prospectus.

(z) The Company and each of its subsidiaries maintain a
system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations;
(ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in
accordance with management's general or specific authorization;
and (iv) the recorded accountability for assets is compared with
the existing assets at reasonably intervals and appropriate
action is taken with respect to any differences.

(aa) The Company has not offered, or caused the
Underwriters to offer, Shares to any person pursuant to the
Directed Share Program with the specific intent to unlawfully
influence (i) a customer or supplier of the Company to alter the
customer's or supplier's level or type of business with the
Company, or (ii) a trade journalist or publication to write or
publish favorable information about the Company or its products.

Furthermore, the Company represents and warrants to Morgan Stanley
that (i) the Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements thereto will
comply, with any applicable laws or regulations of foreign jurisdictions in
which the Prospectus or any preliminary prospectus, as amended or supplemented,
if applicable, are distributed in connection with the Directed Share Program,
and that (ii) no authorization, approval, consent, license, order,
registration or qualification of or with any government, governmental
instrumentality or court, other than such as have been obtained, is necessary
under the securities laws and regulations of foreign jurisdictions in which the
Directed Shares are offered outside the United States.

2. Representations and Warranties of the Selling Shareholder.
The Selling Shareholder represents and warrants to and agrees with each of the
Underwriters that:

(a) This Agreement has been duly authorized, executed and
delivered by or on behalf of the Selling Shareholder.

9
<PAGE> 11
(b) The execution and delivery by the Selling
Shareholder of, and the performance by the Selling Shareholder
of its obligations under, this Agreement, the Custody Agreement
between the Selling Shareholder and the Custodian, relating to
the deposit of the Series D Preferred Stock and the conversion
thereof into the Shares to be sold by the Selling Shareholder
(the "CUSTODY AGREEMENT"), and the Power of Attorney appointing
certain individuals as the Selling Shareholder's
attorneys-in-fact to the extent set forth therein, relating to
the transactions contemplated hereby and by the Registration
Statement (the "POWER OF ATTORNEY"), will not contravene any
provision of applicable law, or the certificate of incorporation
or by-laws of the Selling Shareholder, or any agreement or other
instrument binding upon the Selling Shareholder that is material
to the Selling Shareholder or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over
the Selling Shareholder, and no consent, approval, authorization
or order of, or qualification with, any governmental body or
agency is required for the performance by the Selling
Shareholder of its obligations under this Agreement, the Custody
Agreement or the Power of Attorney, except such as may be
required by the securities or Blue Sky laws of the various
states or countries other than the United States in connection
with the offer and sale of the Shares.

(c) The Selling Shareholder currently has valid title
to the Series D Preferred Stock and on the Closing Date will
have valid title to the Shares to be sold by the Selling
Shareholder and the legal right and power, and all
authorizations and approvals required by law, to enter into this
Agreement, the Custody Agreement and the Power of Attorney and
to sell, transfer and deliver the Shares to be sold by the
Selling Shareholder.

(d) The Custody Agreement and the Power of Attorney
have been duly authorized, executed and delivered by the Selling
Shareholder and are valid and binding agreements of the Selling
Shareholder.

(e) Delivery of the Shares to be sold by the Selling
Shareholder pursuant to this Agreement upon payment therefor
pursuant to this Agreement will pass title to such Shares to the
Underwriters free and clear of any security interests, claims,
liens and other encumbrances.

(f) (i) the Registration Statement, when it became
effective, did not contain and, as amended or supplemented, if
applicable, will not contain

10
<PAGE> 12
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and (ii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that clause (i) or (ii) of this Section 2(f) shall apply
only to any statements or omissions made in the Registration Statement and the
Prospectus relating to the information set forth in a letter dated June __,
1998 between the Selling Shareholder and the Representatives (the "LETTER
AGREEMENT").

3. Agreements to Sell and Purchase. Each Seller, severally and not
jointly, hereby agrees to sell to the several Underwriters, and each
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from such Seller at $______ a share (the "PURCHASE
PRICE") the number of Firm Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the
number of Firm Shares to be sold by such Seller as the number of Firm Shares
set forth in Schedules I and II hereto opposite the name of such Underwriter
bears to the total number of Firm Shares.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company and the Selling
Shareholder agree to sell to the U.S. Underwriters the Additional Shares, and
the U.S. Underwriters shall have a one-time right to purchase, severally and
not jointly, up to the number of Additional Shares set forth opposite their
name in Schedule I hereto at the Purchase Price. If the U.S. Representatives,
on behalf of the U.S. Underwriters, elect to exercise such option, the U.S.
Representatives shall so notify the Company and the Selling Shareholder in
writing not later than 30 days after the date of this Agreement, which notice
shall specify the number of Additional Shares to be purchased by the U.S.
Underwriters and the date on which such shares are to be purchased. Such date
may be the same as the Closing Date (as defined below) but not earlier than the
Closing Date nor later than ten business days after the date of such notice.
Additional Shares may be purchased as provided in Section 5 hereof solely for
the purpose of covering over-allotments made in connection with the offering of
the Firm Shares. If any Additional Shares are to be purchased, each U.S.
Underwriter agrees, severally and not jointly, to purchase the number of
Additional Shares (subject to such adjustments to eliminate fractional shares
as the U.S. Representatives may determine) that bears the same proportion to
the total number of Additional Shares to be purchased as the number of U.S.
Firm Shares set forth in Schedule I hereto opposite the name of such U.S.
Underwriter bears to the total number of U.S. Firm Shares.

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<PAGE> 13
If the U.S. Underwriters elect to purchase less than all of the Additional
Shares, any such election shall be made in proportion to the maximum number of
Additional Shares to be sold by each of the Company and the Selling
Shareholder.

Each of the Company and the Selling Shareholder hereby agrees that,
without the prior written consent of Morgan Stanley on behalf of the
Underwriters, it will not, during the period ending 180 days after the date of
the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Common Stock,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold
hereunder, (B) the issuance by the Company of options to purchase shares of
Common Stock pursuant to stock plans described in the Prospectus or shares of
Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Underwriters have been
advised in writing or which is described in the Prospectus or (C) transactions
by any person other than the Company relating to shares of Common Stock or
other securities acquired in open market transactions after the completion of
the offering of the Shares. In addition, the Selling Shareholder agrees that,
without the prior written consent of Morgan Stanley on behalf of the
Underwriters, it will not, during the period ending 360 days after the date of
the Prospectus, (i) effect any public sale or distribution of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (ii) make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock; provided,
however, that 181 days after the date of the Prospectus and thereafter, the
Selling Shareholder may participate in a "piggy-back" registration pursuant to
Section 4 of the Second Amended and Restated Registration Agreement among the
Company and certain of its shareholders.

4. Terms of Public Offering. The Sellers are advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Sellers are further
advised by you that the Shares are to be offered to the public initially at
$___ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by
you at a

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<PAGE> 14
price that represents a concession not in excess of $____ a share under the
Public Offering Price, and that any Underwriter may allow, and such dealers may
reallow, a concession, not in excess of $___ a share, to any Underwriter or to
certain other dealers.

5. Payment and Delivery. Payment for the Firm Shares to be sold by
each Seller shall be made to such Seller in Federal or other funds immediately
available in New York City by wire transfer to an account or accounts specified
by the Sellers against delivery of such Firm Shares for the respective accounts
of the several Underwriters at 10:00 a.m., New York City time, on [ ], 1998, or
at such other time on the same or such other date, not later than [ ], 1998, as
shall be designated in writing by you. The time and date of such payment are
hereinafter referred to as the "CLOSING DATE."

Payment for any Additional Shares shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 3 or at such other time on the same or on such
other date, in any event not later than _______, 1998, as shall be designated
in writing by the U.S. Representatives. The time and date of such payment are
hereinafter referred to as the "OPTION CLOSING DATE."

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Shares to the Underwriters duly
paid, against payment of the Purchase Price therefor.

6. Conditions to the Underwriters' Obligations. The obligations of
the Sellers to sell the Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than [__________] (New York City time) on the date hereof.

The several obligations of the Underwriters are subject to the
following further conditions:

(a) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date there shall not have occurred any change,

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<PAGE> 15
or any development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or operations of
the Company and its subsidiaries, taken as a whole, from that set forth
in the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment, impracticable
to market the Shares on the terms and in the manner contemplated in the
Prospectus.

(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer
of the Company, to the effect that the representations and warranties
of the Company contained in this Agreement are true and correct as of
the Closing Date and that the Company has complied with all of the
agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon
the best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date
an opinion of Hale and Dorr LLP, outside counsel for the Company, dated
the Closing Date, to the effect that:

(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction listed on an
attachment to such opinion, which, to such counsel's knowledge,
are the only jurisdictions in the United States in which the
Company owns or leases real property or has employees;

(ii) each subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each
jurisdiction listed on an attachment to such opinion, which, to
such counsel's knowledge, are the only jurisdictions in the United
States in which such subsidiary owns or leases real property or
has employees;

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<PAGE> 16
(iii) the authorized capital stock of the Company
conforms as to legal matters in all material respects to the
description thereof contained in the Prospectus, including as it
relates to the preferred stock of the Company to be converted or
redeemed in connection with the offering of the Shares;

(iv) the shares of Common Stock outstanding prior to
the issuance of the Shares to be sold by the Company have been
duly authorized and are validly issued, fully paid and
non-assessable;

(v) the shares of Common Stock to be issued upon
conversion of the Series D Preferred Stock and sold by the Selling
Shareholder will, upon such conversion, have been duly authorized
and be validly issued, fully paid and non-assessable;

(vi) all of the issued shares of capital stock of each
U.S. subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and are
owned of record directly by the Company or another U.S.
subsidiary, to the knowledge of such counsel free and clear of all
liens, encumbrances, equities or claims, except for those securing
the Company's commercial credit facility as described in the
Prospectus;

(vii) the Shares to be sold by the Company have been
duly authorized and, when issued and delivered in accordance with
the terms of this Agreement, will be validly issued, fully paid
and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights under Delaware law or
the Company's certificate of incorporation or by-laws or, to such
counsel's knowledge, under any other instrument or agreement;

(viii) this Agreement has been duly authorized, executed
and delivered by the Company;

(ix) the execution and delivery by the Company of, and
the performance by the Company of its obligations under, this
Agreement will not contravene any provision of applicable law or
the certificate of incorporation or by-laws of the Company or any
agreement or other instrument that is filed as an exhibit to the
Registration Statement and is binding upon the Company or

15
<PAGE> 17
any of its subsidiaries or any judgment, order or decree known to
such counsel of any governmental body, agency or court
specifically naming the Company or any U.S. subsidiary, and no
consent, approval, authorization or order of, or qualification
with, any governmental body or agency is required for the
performance by the Company of its obligations under this
Agreement, except such as may be required by the securities or
Blue Sky laws of the various states in connection with the offer
and sale of the Shares;

(x) the statements (A) in the Prospectus under the
captions "The Company," "Use of Proceeds," "Management
--Employment Agreements," "--Stock Plans," "Certain Transactions,"
"Description of Capital Stock" and "Underwriters" and (B) in the
Registration Statement in Items 14 and 15, in each case insofar as
such statements constitute summaries of the legal matters,
documents or proceedings referred to therein, fairly present in
all material respects the information called for with respect to
such legal matters, documents and proceedings and fairly summarize
in all material respects the matters referred to therein;

(xi) such counsel does not know of any legal or
governmental proceedings pending or threatened to which the
Company or any of its U.S. subsidiaries is a party or to which any
of the properties of the Company or any of its U.S. subsidiaries
is subject that are required by the terms of Form S-1 to be
described in the Registration Statement or the Prospectus and are
not so described or of any statutes, regulations, contracts or
other documents that are required by the terms of Form S-1 to be
described in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not
described or filed as required;

(xii) the Company is not and, after giving effect to
the offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment
Company Act of 1940, as amended;

(xiii) to such counsel's knowledge, except as described
in the Prospectus, there is no holder of any security of the
Company or any other person who has the right, contractual or
otherwise, to cause the Company to have any shares of Common

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<PAGE> 18
Stock or other securities of the Company included in the
Registration Statement or the right, as a result of the filing of
the Registration Statement to require registration under the
Securities Act of any shares of Common Stock or other securities
of the Company; and

(xiv) the Registration Statement and Prospectus (except
for financial statements and schedules and other financial and
statistical data included therein as to which such counsel need
not express any opinion) comply as to form in all material
respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder.

In connection with the preparation of the Registration Statement
and the Prospectus, such counsel participated in conferences with
officers and representatives of the Company, counsel for the
Underwriters and the independent accountants of the Company, at which
conferences such counsel made inquiries of such persons and others and
discussed the contents of the Registration Statement and the
Prospectus. While the limitations inherent in the independent
verification of factual matters and the character of determinations
involved in the registration process are such that such counsel is not
passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, subject to the foregoing and
based on such participation, inquiries and discussions, no facts have
come to such counsel's attention which have caused such counsel to
believe that the Registration Statement, as of the date it became
effective (but after giving effect to changes incorporated pursuant to
Rule 430A under the Securities Act), contained any untrue statement of
a material fact or omitted to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading (except that such counsel expresses no such view with
respect to the financial statements, including the notes and schedules
thereto, or any other financial or statistical data included therein),
or that the Prospectus, as of the date thereof or as of the date
hereof, contained any untrue statement of a material fact or omitted to
state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (except that such counsel expresses no such view with
respect to the financial statements, including the notes and schedules
thereto, or any other financial or statistical data included therein).

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<PAGE> 19
(d) The Underwriters shall have received an opinion of T. Jack
Risenhoover, II, Vice President, General Counsel of the Company, to the
effect that:

(i) the statements in the Prospectus under the caption
"Risk Factors--Possible Adverse Effects of Government Regulation"
fairly summarize the legal matters, documents or proceedings set
forth therein;

(ii) the Company and its subsidiaries own or possess, or
can acquire on reasonable terms, all material patents, patent
rights, licenses, inventions, copyrights, know-how (including
trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures), trademarks,
service marks and trade names currently employed by them in
connection with the business now operated by them, and neither the
Company nor any of its subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with
respect to any of the foregoing which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding,
would result in any material adverse change in the condition,
financial or otherwise, or in the earnings, business or operations
of the Company and its subsidiaries, taken as a whole.

(iii) except as described in the Prospectus, there are no
outstanding options, warrants or other rights calling for the
issuance of, and such counsel does not know of any commitment,
plan or arrangement to issue any shares of capital stock of the
Company or any security convertible into or exchangeable or
exercisable for capital stock of the Company;

(iv) the execution and delivery by the Company of, and
the performance by the Company of its obligations under, this
Agreement will not contravene any provision of applicable law or
the certificate of incorporation or by-laws of the Company or any
agreement or other instrument binding upon the Company or any of
its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree
of any governmental body, agency or court having jurisdiction over
the Company or any subsidiary, and no consent, approval,
authorization or order of, or qualification with, any governmental
body or agency is required for the performance by the Company of
its obligations under this Agreement, except such as may be

18
<PAGE> 20
required by the securities or Blue Sky laws of the various states
in connection with the offer and sale of the Shares;

(v) upon the conversion of the Series D Preferred Stock
into Common Stock and immediately prior to the sale of the Shares
to be sold by the Selling Shareholder on the Closing Date or the
Option Closing Date, as the case may be, the Selling Shareholder
was the sole registered owner of such Shares;

(vi) the Company and its subsidiaries (A) are in
compliance with any and all applicable Environmental Laws, (B)
have received all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their
respective businesses and (C) are in compliance with all terms and
conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive
required permits, licenses or other approvals or failure to comply
with the terms and conditions of such permits, licenses or
approvals would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a
whole; and

(vii) such counsel (A) has no reason to believe that
(except for financial statements and schedules and other financial
and statistical data as to which such counsel need not express any
belief) the Registration Statement and the prospectus included
therein at the time the Registration Statement became effective
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (B) has no
reason to believe that (except for financial statements and
schedules and other financial and statistical data as to which
such counsel need not express any belief) the Prospectus contains
any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

(e) The Underwriters shall have received on the Closing Date
an opinion of Kutack Rock, counsel for the Selling Shareholder, dated
the Closing Date, to the effect that:

(i) this Agreement has been duly authorized, executed and
delivered by or on behalf of the Selling Shareholder;

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<PAGE> 21
(ii) the execution and delivery by the Selling
Shareholder of, and the performance by the Selling Shareholder of
its obligations under, this Agreement, the Custody Agreement and
the Power of Attorney will not contravene any provision of
applicable law, or the certificate of incorporation or by-laws of
the Selling Shareholder, or, to the best of such counsel's
knowledge, any agreement or other instrument binding upon the
Selling Shareholder that is material to the Selling Shareholder
or, to the best of such counsel's knowledge, any judgment, order
or decree of any governmental body, agency or court specifically
naming the Selling Shareholder, and no consent, approval,
authorization or order of, or qualification with, any governmental
body or agency is required for the performance by the Selling
Shareholder of its obligations under this Agreement or the Custody
Agreement or the Power of Attorney, except such as may be required
by the securities or Blue Sky laws of the various states or
countries other than the United States in connection with offer
and sale of the Shares;

(iii) all authorizations and approvals required by law to
enter into this Agreement, the Custody Agreement and Power of
Attorney and to sell, transfer and deliver the Shares to be sold
by such Selling Shareholder have been obtained;

(iv) the Custody Agreement and the Power of Attorney
have been duly authorized, executed and delivered by the Selling
Shareholder and are valid and binding agreements of the Selling
Shareholder; and

(v) upon (x) delivery to the Underwriters of the Shares
to be sold by the Selling Shareholder and (y) registration of such
Shares in the names of the Underwriters in the stock records of
the Company upon the issuance of new certificates representing
such Shares or the registration of transfer of such Shares by the
Company, assuming the Underwriters purchased the Shares without
notice of any adverse claim to such Shares within the meaning of
the Uniform Commercial Code, the Underwriters will have acquired
all rights of the Selling Shareholder in such Shares free of any
adverse claim, any lien in favor of the Company, and any
restrictions on transfer imposed by the Company; and the owner of
the Shares, if other than the Selling Shareholder, would be
precluded from asserting against the

20
<PAGE> 22
Underwriters the ineffectiveness of any unauthorized endorsement.

(f) The Underwriters shall have received on the Closing Date
an opinion of Davis Polk & Wardwell, counsel for the Underwriters,
dated the Closing Date, covering the matters referred to in Sections
6(c)(vii), 6(c)(viii), 6(c)(x) (but only as to the statements in the
Prospectus under "Description of Capital Stock" and "Underwriters") and
6(c)(xiv) above.

With respect to Section 6(c)(xiv) above, Hale and Dorr LLP and
Davis Polk & Wardwell may state that their opinion and belief are based
upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and
review and discussion of the contents thereof, but are without
independent check or verification, except as specified. With respect
to Section 6(e) above, Kutack Rock may rely with respect to factual
matters and to the extent such counsel deems appropriate, upon the
representations of the Selling Shareholder contained herein and in the
Custody Agreement, the Power of Attorney and other documents and
instruments; provided that copies of the Custody Agreement and Power of
Attorney and of any such other documents and instruments shall be
delivered to you and shall be in form and substance satisfactory to
your counsel.

The opinions of Hale and Dorr LLP described in Section 6(c), T.
Jack Risenhoover, II described in Section 6(d) and Kutack Rock
described in Section 6(e) shall be rendered to the Underwriters at the
request of the Company or the Selling Shareholder, as the case may be,
and shall so state therein.

(g) The Underwriters shall have received, on each of the date
hereof and the Closing Date, a letter dated the date hereof or the
Closing Date, as the case may be, from each of Price Waterhouse LLP,
independent public accountants, and KPMG Peat Marwick LLP, independent
public accountants, in form and substance satisfactory to the
Underwriters, each containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus;
provided that the letters delivered on the Closing Date shall use a
"cut-off date" not earlier than the date hereof.

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<PAGE> 23
(h) The "lock-up" agreements, each substantially in the form
of Exhibit A hereto, between you and certain shareholders, officers and
directors of the Company relating to sales and certain other
dispositions of shares of Common Stock or certain other securities,
delivered to you on or before the date hereof, shall be in full force
and effect on the Closing Date.

(i) The Series D Preferred Stock deposited with the Custodian
by the Selling Shareholder shall have been converted into Common Stock
pursuant to the terms of the Series D Preferred Stock.

The several obligations of the U.S. Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the U.S. Representatives on the
Option Closing Date of such documents as they may reasonably request with
respect to the good standing of the Company, the due authorization and issuance
of the Additional Shares and other matters related to the issuance of the
Additional Shares.

7. Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with
each Underwriter and, for purposes of clauses (a) and (b) only, the Selling
Shareholder as follows:

(a) To furnish to the Representatives, without charge, five
signed copies of the Registration Statement (including exhibits
thereto) and for delivery to each other Underwriter and the Selling
Shareholder a conformed copy of the Registration Statement (without
exhibits thereto) and to furnish to the Representatives in New York
City, without charge, prior to 10:00 a.m. New York City time on the
business day next succeeding the date of this Agreement and during the
period mentioned in Section 7(c) below, as many copies of the
Prospectus and any supplements and amendments thereto or to the
Registration Statement as the Representatives may reasonably request.

(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish to the Representatives and the
Selling Shareholder a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which the Representatives reasonably object, and to file with the
Commission within the applicable period specified in Rule 424(b) under
the Securities Act any prospectus required to be filed pursuant to such
Rule.

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<PAGE> 24
(c) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall
occur or condition exist as a result of which it is necessary to amend
or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the
Underwriters, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to
the dealers (whose names and addresses the Representatives will furnish
to the Company) to which Shares may have been sold by the
Representatives on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so
that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Prospectus, as
amended or supplemented, will comply with law.

(d) To endeavor to qualify the Shares for offer and sale under
the securities or Blue Sky laws of such jurisdictions as the
Representatives shall reasonably request.

(e) To make generally available to the Company's security
holders and to the Representatives as soon as practicable an earning
statement covering the twelve-month period ending June 30, 1999 that
satisfies the provisions of Section 11(a) of the Securities Act and the
rules and regulations of the Commission thereunder.

(f) That in connection with the Directed Share Program, the
Company will ensure that the Directed Shares will be restricted to the
extent require by the National Association of Securities Dealers, Inc.
(the "NASD") or the NASD rules from sale, transfer, assignment, pledge
or hypothecation for a period of three months following the date of the
effectiveness of the Registration Statement. Morgan Stanley will notify
the Company as to which Participants will need to be so restricted.
The Company will direct the transfer agent to place stop transfer
restrictions upon such securities for such period of time.

Furthermore, the Company covenants with Morgan Stanley that the Company
will comply with all applicable securities and other applicable laws, rules and
regulations in each foreign jurisdiction in which the Directed Shares are
offered in connection with the Directed Share Program.

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<PAGE> 25
8. Expenses. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Company agrees
to pay or cause to be paid all expenses incident to the performance of its and
the Selling Shareholder's obligations under this Agreement, including: (i) the
fees, disbursements and expenses of the Company's counsel, the Company's
accountants and counsel for the Selling Shareholder in connection with the
registration and delivery of the Shares under the Securities Act and all other
fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all printing
costs associated therewith, and the mailing and delivering of copies thereof to
the Underwriters and dealers, in the quantities herein above specified, (ii)
all costs and expenses related to the transfer and delivery of the Shares to
the Underwriters, including any transfer or other taxes payable thereon, (iii)
the cost of printing or producing any Blue Sky or Legal Investment memorandum
in connection with the offer and sale of the Shares under state securities laws
and all expenses in connection with the qualification of the Shares for offer
and sale under state securities laws as provided in Section 7(d) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection with such qualification and in connection with
the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the
reasonable fees and disbursements of counsel to the Underwriters incurred in
connection with the review and qualification of the offering of the Shares by
the NASD, (v) all fees and expenses in connection with the preparation and
filing of the registration statement on Form 8-A relating to the Common Stock
and all costs and expenses incident to listing the Shares on the Nasdaq
National Market, (vi) the cost of printing certificates representing the
Shares, (vii) the costs and charges of any transfer agent, registrar or
depositary, (viii) the costs and charges of the Custodian and any expenses
relating to the conversion of the Series D Preferred Stock into Common Stock,
(ix) the costs and expenses of the Company relating to investor presentations
on any "road show" undertaken in connection with the marketing of the offering
of the Shares, including, without limitation, expenses associated with the
production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the
representatives and officers of the Company and any such consultants, and the
cost of any aircraft chartered in connection with the road show, (x) all other
costs and expenses incident to the performance of the obligations of the
Company hereunder for which provision is not otherwise made in this Section,
(xi) all expenses in connection with any offer and sale of the Shares outside
of the United States, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection with offers and
sales outside of the United States, and (xii) all fees and disbursements of
counsel incurred by the Underwriters in connection with

24
<PAGE> 26
the Directed Share Program and stamp duties, similar taxes or duties or other
taxes, if any, incurred by the Underwriters in connection with the Directed
Share Program. It is understood, however, that except as provided in this
Section, Section 9 entitled "Indemnity and Contribution", and the last
paragraph of Section 11 below, the Underwriters will pay all of their costs and
expenses, including fees and disbursements of their counsel, stock transfer
taxes payable on resale of any of the Shares by them and any advertising
expenses connected with any offers they may make.

The provisions of this Section shall not supersede or otherwise affect
any agreement that the Sellers may otherwise have for the allocation of such
expenses among themselves.

9. Indemnity and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.

(b) The Company agrees to indemnify and hold harmless Morgan Stanley
and each person, if any, who controls Morgan Stanley within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act
("Morgan Stanley Entities"), from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) (i) caused by any untrue statement or alleged untrue
statement of a material fact contained in the prospectus wrapper material
prepared by or with the consent of the Company for distribution in foreign
jurisdictions in connection with the Directed Share Program attached to the
Prospectus or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statement therein, when considered in conjunction with

25
<PAGE> 27
the Prospectus or any applicable preliminary prospectus, not misleading; (ii)
caused by the failure of any Participant to pay for and accept delivery of the
shares which, immediately following the effectiveness of the Registration
Statement, were subject to a properly confirmed agreement to purchase; or (iii)
related to, arising out of, or in connection with the Directed Share Program,
provided that the Company shall not be responsible under this subparagraph
(iii) for any losses, claim, damages or liabilities (or expenses relating
thereto) that are finally judicially determined to have resulted from the bad
faith or gross negligence of Morgan Stanley Entities.

(c) The Selling Shareholder agrees to indemnify and hold harmless the
Morgan Stanley Entities and the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but this indemnity applies only with reference to
information set forth in the Letter Agreement. Notwithstanding the provisions
of this Section 9, the Selling Shareholder shall not be required to indemnify
any indemnified party (as defined below) for any amount in excess of the
aggregate net proceeds received by it pursuant to the sale of the Shares by it
hereunder.

(d) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, the Selling Shareholder, the directors of the
Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company or the Selling Shareholder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information relating to such
Underwriter

26
<PAGE> 28
furnished to the Company in writing by such Underwriter through you expressly
for use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto.

(e) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 9(a), 9(b), 9(c) or 9(d), such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (i) the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Underwriters and all persons, if any, who control any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, (ii) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the
Company within the meaning of either such Section and (iii) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Selling Shareholder and all persons, if any, who control the Selling
Shareholder within the meaning of either such Section, and that all such fees
and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Underwriters and such control persons of any
Underwriters, such firm shall be designated in writing by Morgan Stanley. In
the case of any such separate firm for the Company, and such directors,
officers and control persons of the Company, such firm shall be designated in
writing by the Company. In the case of any such separate firm for the Selling
Shareholder and such control persons of the Selling Shareholder, such firm
shall be designated in writing by the Selling Shareholder. Notwithstanding
anything contained herein to the contrary, if indemnity may be sought pursuant
to Section 9(b) hereof in respect of such action or proceeding, then in
addition to such separate firm for the indemnified

27
<PAGE> 29
parties, the indemnifying party shall be liable for the reasonable fees and
expenses of not more than one separate firm (in addition to any local counsel)
for Morgan Stanley for the defense of any losses, claims, damages and
liabilities arising out of the Directed Share Program, and all persons, if any,
who control Morgan Stanley within the meaning of either Section 15 of the Act
or Section 20 of the Exchange Act. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

(f) To the extent the indemnification provided for in Section 9(a),
9(b), 9(c) or 9(d) is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (iv) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause 9(f)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 9(f)(i) above but also the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Sellers on the one hand and the Underwriters
on the other hand in connection with the offering of the Shares shall be deemed
to be in the same respective proportions as the net

28
<PAGE> 30
proceeds from the offering of the Shares (before deducting expenses) received
by each Seller and the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Shares. The
relative fault of the Sellers on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Sellers or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute pursuant to
this Section 9 are several in proportion to the respective number of Shares
they have purchased hereunder, and not joint.

(g) The Sellers and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 9(f). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9, (v) no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission and (vi) the Selling Shareholder shall not be
required to contribute any amount in excess of the aggregate net proceeds
received by it pursuant to the sale of Shares by it hereunder. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The remedies provided for in
this Section 9 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or in equity.

(h) The indemnity and contribution provisions contained in this
Section 9 and the representations, warranties and other statements of the
Company and the Selling Shareholder contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of any Underwriter
or any person controlling any Underwriter, the Selling Shareholder or any
person

29
<PAGE> 31
controlling the Selling Shareholder or acting as an attorney-in-fact for the
Selling Shareholder, or the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Shares.

10. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the NASD, the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
of Trade, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities or (iv) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in your judgment, is material
and adverse and (b) in the case of any of the events specified in clauses
10(a)(i) through 10(a)(iv), such event, singly or together with any other such
event, makes it, in your judgment, impracticable to market the Shares on the
terms and in the manner contemplated in the Prospectus.

11. Effectiveness; Defaulting Underwriters. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares
that it has or they have agreed to purchase hereunder on such date, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of the Shares to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the number of
Firm Shares set forth opposite their respective names in Schedule I or Schedule
II bears to the aggregate number of Firm Shares set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as you may
specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 11 by
an amount in excess of one-ninth of such number of Shares without the written
consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased, and

30
<PAGE> 32
arrangements satisfactory to you, the Company and the Selling Shareholder for
the purchase of such Firm Shares are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Selling Shareholder. In any
such case either you or the relevant Sellers shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in the Prospectus
or in any other documents or arrangements may be effected. If, on the Option
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Shares and the aggregate number of Additional Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Additional Shares to be purchased, the non-defaulting Underwriters shall have
the option to (i) terminate their obligation hereunder to purchase Additional
Shares or (ii) purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase in the
absence of such default. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of any Seller to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason any Seller shall be unable to perform its obligations under this
Agreement, the Sellers will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.

12. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

13. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

31
<PAGE> 33
14. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

Very truly yours,

ECLIPSYS CORPORATION

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

ALLTEL INFORMATION SERVICES, INC.

By:
----------------------------------------
Attorney-in-Fact

<PAGE> 34
Accepted as of the date hereof:

MORGAN STANLEY & CO.
INCORPORATED
BANCAMERICA ROBERTSON
STEPHENS
LEHMAN BROTHERS INC.
SMITH BARNEY INC.

Acting severally on behalf of themselves
and the several U.S. Underwriters
named in Schedule I hereto.

By: MORGAN STANLEY & CO.
INCORPORATED

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

MORGAN STANLEY & CO.
INTERNATIONAL LIMITED
BA ROBERTSON STEPHENS
INTERNATIONAL LIMITED
LEHMAN BROTHERS INTERNATIONAL
(EUROPE)
SMITH BARNEY INC.

Acting severally on behalf of themselves
and the several International Underwriters
named in Schedule II hereto.

By: MORGAN STANLEY & CO.
INTERNATIONAL LIMITED

By:
--------------------------
Name:
Title:
<PAGE> 35
SCHEDULE I

U.S. UNDERWRITERS

<TABLE>
<CAPTION>
NUMBER OF FIRM SHARES NUMBER OF ADDITIONAL
UNDERWRITER TO BE PURCHASED SHARES TO BE PURCHASED
------------------------------------------------ --------------------- ----------------------
<S> <C>
Morgan Stanley & Co. Incorporated . . . . . . .

BancAmerica Robertson Stephens . . . . . . . .

Lehman Brothers Inc. . . . . . . . . . . . . .

Smith Barney Inc. . . . . . . . . . . . . . . .

[Other U.S. Underwriters]

--------------------- ----------------------
Total U.S. Firm Shares . . . . . . . .
===================== ======================
</TABLE>
<PAGE> 36
SCHEDULE II

INTERNATIONAL UNDERWRITERS

<TABLE>
<CAPTION>
NUMBER OF FIRM SHARES TO BE
UNDERWRITER PURCHASED
-------------------------------------------------------- ----------------------------
<S> <C>
Morgan Stanley & Co. International Limited . . . . . .

BA Robertson Stephens International Limited . . . . . .

Lehman Brothers International (Europe) . . . . . . . .

Smith Barney Inc. . . . . . . . . . . . . . . . . . . .

[Other International Underwriters] . . . . . . . . . .

----------------------------
Total International Firm Shares . . . . . . . .
============================
</TABLE>
<PAGE> 37
EXHIBIT A

[FORM OF LOCK-UP LETTER]

, 1998
------------

Morgan Stanley & Co. Incorporated
BancAmerica Robertson Stephens
Lehman Brothers Inc.
Smith Barney Inc
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated
("MORGAN STANLEY") and Morgan Stanley & Co. International Limited ("MSIL")
propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT")
with Eclipsys Corporation, a Delaware corporation (the "COMPANY"), and ALLTEL
Information Services, Inc., a shareholder of the Company (the "SELLING
SHAREHOLDER"), providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters, including Morgan Stanley and MSIL (the "UNDERWRITERS"),
of 4,700,000 shares (the "SHARES") of the Common Stock, par value $.01 per
share, of the Company (the "COMMON STOCK").

To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the final
prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to
<PAGE> 38
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (a) the sale of any Shares to the Underwriters
pursuant to the Underwriting Agreement or (b) transactions relating to shares
of Common Stock or other securities acquired in open market transactions after
the completion of the Public Offering. In addition, the undersigned agrees
that, without the prior written consent of Morgan Stanley on behalf of the
Underwriters, it will not, during the period commencing on the date hereof and
ending 180 days after the date of the Prospectus, make any demand for or
exercise any right with respect to, the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for
Common Stock.

Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.

Very truly yours,

----------------------------------------
(Name)

----------------------------------------
(Address)

<PAGE> 1

EXHIBIT 3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ECLIPSYS CORPORATION

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

Pursuant to Sections 242 and 245 of
the General Corporation Law of the State of Delaware

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

The undersigned, Harvey J. Wilson, the President and
Chief Executive Officer of Eclipsys Corporation, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

1. The Corporation was incorporated on the 22nd
day of December, 1995 under the name Integrated Healthcare Solutions, Inc.

2. This Second Amended and Restated Certificate
of Incorporation restates, integrates and further amends the Amended and
Restated Certificate of Incorporation of the Corporation, as amended, and has
been duly adopted by the Board of Directors and the stockholders of the
Corporation in accordance with the provisions of Sections 141, 228, 242 and 245
of the General Corporation Law of the State of Delaware.

3. The text of the Amended and Restated
Certificate of Incorporation, as amended heretofore, is hereby amended and
restated to read as herein set forth in full:

FIRST: The name of the corporation is Eclipsys
Corporation (the "Corporation").

SECOND: The address of its registered office in the
State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
19805-1297. The name of its registered agent at such address is Corporation
Service Company.

-1-
<PAGE> 2
THIRD: The nature of the business or purposes to be
conducted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware (the
"Delaware Code"). The Corporation shall possess and may exercise all the
powers and privileges granted or available to it under any and all applicable
statutory and common laws in effect from time to time.

FOURTH: The amount of total authorized capital stock
of the Corporation is Sixty-Four Million Seven Hundred Five Thousand
(64,705,000) shares, consisting of (a) Fifty Million (50,000,000) shares of
Common Stock, par value $.01 per share (the "Class A Common Stock"), (b) Three
Million (3,000,000) shares of Non-Voting Common Stock, par value $.01 per share
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"), (c) Thirty Thousand (30,000) shares of Series B 8.5%
Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series B
Preferred Stock"), (d) Twenty-Five Thousand (25,000) shares of Series C 8.5%
Cumulative Redeemable Preferred Stock, par value $.01 per share (the "Series C
Preferred Stock"), (e) Seven Million Two Hundred Thousand (7,200,000) shares of
Series D Convertible Preferred Stock, par value $.01 per share (the "Series D
Preferred Stock"), (f) Nine Hundred Twenty Thousand (920,000) shares of Series
E Convertible Preferred Stock, par value $.01 per share (the "Series E
Preferred Stock"), (g) One Million Five Hundred Thirty Thousand (1,530,000)
shares of Series F Convertible Preferred Stock, par value $.01 per share (the
"Series F Preferred Stock"), (h) Nine Hundred Thousand (900,000) shares of
Series G Convertible Preferred Stock, par value $.01 per share (the "Series G
Preferred Stock") and (i) One Million One Hundred Thousand (1,100,000) shares
of undesignated preferred stock, par value $.01 per share, subject to increase
in accordance with the terms of paragraph 11 of Section A, paragraph 11 of
Section B, paragraph 9 of Section C, paragraph 9 of Section D, paragraph 9 of
Section E and paragraph 9 of Section F of this ARTICLE FOURTH (the
"Undesignated Preferred Stock").

A. Series B 8.5 % Cumulative Redeemable Preferred Stock.

1. Designation and Number of Shares. There
shall be hereby established a series of Preferred Stock designated as "Series B
8.5% Cumulative Redeemable Preferred Stock" (the "Series B Preferred Stock").
The authorized number of shares of Series B Preferred Stock shall be 30,000.

2. Rank. The Series B Preferred Stock shall,
with respect to the payment of dividends and the distribution of assets upon
the occurrence of the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, rank (a) senior to (i) all shares
of Common Stock, (ii) all shares of Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock and Series G Preferred Stock and
(iii) each other class or series of Capital Stock of the Corporation hereafter
created which does not expressly rank pari passu with or senior

-2-
<PAGE> 3
to the Series B Preferred Stock (the securities described in the foregoing
clauses (i), (ii) and (iii) are defined for purposes of this Section A of
ARTICLE FOURTH as the "Junior Securities") and (b) pari passu with all shares
of Series C Preferred Stock and each other class or series of Capital Stock of
the Corporation hereafter created which expressly ranks pari passu with the
Series B Preferred Stock.

3. Series B Liquidation Preference.

(a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Series B Preferred Stock then outstanding
shall be entitled to be paid for each share of Series B Preferred Stock held
thereby, out of the assets of the Corporation available for distribution to its
stockholders, before any payment or distribution of assets to the holders of
any shares of Junior Securities, an amount (the "Series B Liquidation Amount")
in cash equal to (i) $1,000 per share (the "Series B Liquidation Preference")
(subject to adjustment for any combinations, consolidations, stock
distributions or stock dividends with respect to such shares) plus (ii) all
accumulated and unpaid dividends thereon to the date fixed for such voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation. Except as provided in the preceding sentence, holders of shares
of Series B Preferred Stock shall not be entitled to any payment or
distribution in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation. Such payment to
the holders of the Series B Preferred Stock of the Series B Liquidation Amount
shall be made pro rata with the payment to the holders of the Series C
Preferred Stock of the Series C Liquidation Amount (as hereinafter defined)
then due and payable. If the assets of the Corporation are not sufficient to
pay in full the foregoing Series B Liquidation Amount and the Series C
Liquidation Amount to the holders of outstanding shares of the Series B
Preferred Stock and Series C Preferred Stock, respectively, then the holders of
all shares of Series B Preferred Stock and Series C Preferred Stock shall share
ratably in such distribution of assets in accordance with the amount that would
be payable on such distribution if the amounts to which the holders of
outstanding shares of Series B Preferred Stock and Series C Preferred Stock are
entitled were paid in full.

(b) After the holders of all shares of
Series B Preferred Stock and Series C Preferred Stock shall have been paid in
full the amounts to which they are entitled under paragraph 3(a), the remaining
net assets of the Corporation shall be distributed to the holders of Junior
Securities in accordance with this ARTICLE FOURTH. Written notice of the
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, stating a payment date, the Series B Liquidation Amount and
the place where such Series B Liquidation Amount shall be payable, shall be
delivered in person, mailed by certified or registered mail, return receipt
requested, mailed by overnight mail or sent by telecopier, not less than ten
(10) days prior to the payment date stated therein, to the holders of record of
the Series B Preferred Stock, such notice to be addressed to each such holder
at its

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<PAGE> 4
address as shown by the records of the Corporation.

4. Dividends.

(a) Beginning on each date on which
Series B Preferred Stock is issued (the "Series B Issue Date"), the holders of
shares of Series B Preferred Stock, in preference to the holders of Junior
Securities, shall be entitled to receive out of the assets of the Corporation
legally available therefor, dividends at an annual rate, subject to paragraph
4(c), on the Series B Liquidation Preference thereof equal to 8.5% (the "Series
B Coupon Rate"), calculated on the basis of a 365-day year, accruing each day
that the Series B Preferred Stock is outstanding and payable quarterly in
arrears, in immediately available funds, on any day between the last day and 15
days after the last day, as determined by the Board of Directors, of each of
March, June, September and December in each year (each such date being referred
to herein as a "Series B Quarterly Dividend Date"). Notwithstanding the
foregoing, if prior to the Third Anniversary Date (as defined below), the Board
of Directors does not elect to pay in cash any dividends accruing for any
quarter in accordance with paragraph 4(b) below, then the Series B Quarterly
Dividend Date for such quarter shall be 15 days after the last day of March,
June, September or December, as applicable.

(b) Dividends payable pursuant to
paragraph 4(a) shall begin to accrue and be cumulative from the Series B Issue
Date, and shall accrue on a daily basis, in each case whether or not declared;
provided, however, that if any dividend payable on any Series B Quarterly
Dividend Date is not declared or is not paid in full on such Series B Quarterly
Dividend Date, then such amount payable as dividends that is not timely paid on
such Series B Quarterly Dividend Date shall be added to the Series B
Liquidation Preference and shall accrue dividends thereon in the manner
provided above, commencing on such Series B Quarterly Dividend Date. From and
after the Series B Issue Date to and including the Series B Quarterly Dividend
Date immediately prior to the third anniversary of the Series B Issue Date
(defined for purposes of this Section A of ARTICLE FOURTH as the "Third
Anniversary Date"), with respect to dividends payable on any Series B Quarterly
Dividend Date during such period, the Board of Directors shall be required
either to (i) permit dividends to accrue, in which event the amount otherwise
payable as dividends on the particular Series B Quarterly Dividend Date shall
be added to the Series B Liquidation Preference or (ii) declare and pay any or
all of such dividends in cash. Prior to the Third Anniversary Date, any
dividends which the Board of Directors does not affirmatively elect to be paid
in cash pursuant to the foregoing clause (ii) shall, without the requirement of
any action by the Board of Directors, be added to the Series B Liquidation
Preference in accordance with the foregoing clause (i). From and after the
Third Anniversary Date, all dividends payable on any Series B Quarterly
Dividend Date shall be paid in cash. The Board of Directors shall fix a record
date for the determination of holders of shares of Series B Preferred Stock
entitled to receive payment of a dividend thereon, which record date shall be
no more than 60 days or less than 10 days prior to the date fixed for the
payment thereof. Dividends paid to

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<PAGE> 5
the holders of the Series B Preferred Stock shall be paid ratably with the
dividends paid to the holders of Series C Preferred Stock.

(c) If the Corporation (each of the
following is referred to hereinafter as a "Default") (i) after the Third
Anniversary Date, fails to pay dividends on the Series B Preferred Stock as set
forth in paragraph 4(a) hereof on any two Series B Quarterly Dividend Dates and
such failure is continuing for five days after written notice thereof given to
the Corporation by any holder of Series B Preferred Stock; (ii) fails to redeem
all of the Series B Preferred Stock on the Mandatory Redemption Date in
accordance with paragraph 5(a) or purchase the Series B Preferred Stock in
accordance with paragraph 7 or paragraph 8; (iii) (x) commences any case,
proceeding or other action under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, composition, extension or other such relief with
respect to it or its debts, or seeking appointment of a receiver, trustee,
custodian or other similar official for all or any substantial part of its
assets (a "Bankruptcy Action"), (y) becomes the debtor named in any Bankruptcy
Action which results in the entry of an order for relief or any such
adjudication or appointment remains undismissed or undischarged for a period of
ninety (90) days or (z) makes a general assignment for the benefit of his
creditors; or (iii) fails to comply with the provisions set forth in paragraph
6(b)(i), (ii), (iii) or (iv), then the Series B Coupon Rate with respect to
dividends accruing from and after the date of such Default shall be increased
to 12.5%. Such increase in the Series B Coupon Rate shall continue until such
time as the Corporation cures such Default, at which time the Series B Coupon
Rate with respect to dividends accruing from and after the date of such cure
shall be reduced to 8.5%.

(d) The holders of shares of Series B
Preferred Stock shall not be entitled to receive any dividends or other
distributions except as provided in paragraph 3 of this Section A and this
paragraph 4.

5. Redemption.

(a) On December 31, 2001 (the "Mandatory
Redemption Date"), the Corporation shall redeem, out of the funds legally
available therefor, all of the issued and outstanding shares of Series B
Preferred Stock, on not less than three (3) Business Days' notice of the
Mandatory Redemption Date, at a price per share (the "Series B Mandatory
Redemption Price") equal to (i) the Series B Liquidation Preference plus (ii)
all accrued and unpaid dividends thereon, whether or not declared or payable,
to the Mandatory Redemption Date, in immediately available funds.

(b) Notwithstanding paragraph 5(a)
above, the Corporation shall have the right, at its sole option and election,
at any time or from

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<PAGE> 6
time to time prior to December 31, 2001, to redeem the shares of Series B
Preferred Stock, in whole or in part, on not less than ten (10) Business Days'
notice of the date of redemption (any such date a "Series B Optional Redemption
Date") at a price per share (the "Series B Optional Redemption Price") equal to
(i) the Series B Liquidation Preference plus (ii) all accrued and unpaid
dividends thereon, whether or not declared or payable, to the applicable Series
B Optional Redemption Date, in immediately available funds. If the Corporation
elects to redeem shares of Series B Preferred Stock pursuant to this paragraph
5(b), then such redemption shall be allocated pro rata among all of the shares
of Series B Preferred Stock at the time outstanding.

(c) Written notice of any redemption of
shares of Series B Preferred Stock pursuant to paragraph 5(a) or paragraph
5(b), as the case may be, shall be delivered by the Corporation in person,
mailed by certified or registered mail, return receipt requested, mailed by
overnight mail or sent by telecopier, to the holders of record of the Series B
Preferred Stock, such notice to be addressed to each such holder at its address
as shown by the records of the Corporation. In order to facilitate the
redemption of shares of Series B Preferred Stock, the Board of Directors may
fix a record date for the determination of shares of Series B Preferred Stock
to be redeemed, or may cause the transfer books of the Corporation for the
Series B Preferred Stock to be closed, not more than 60 days or less than 10
days prior to the date fixed for such redemption.

(d) On the Mandatory Redemption Date or
the Series B Optional Redemption Date, as the case may be, which is specified
in a notice given pursuant to paragraph 5(c), the Corporation shall, and at any
time after such notice shall have been mailed and before the date of redemption
the Corporation may, deposit for the benefit of the holders of shares of Series
B Preferred Stock to be redeemed the funds necessary for such redemption with a
bank or trust company in the Borough of Manhattan, The City of New York, having
a capital and surplus of at least $100,000,000. Any moneys so deposited by the
Corporation and unclaimed at the end of six months from the Mandatory
Redemption Date or the Series B Optional Redemption Date, as the case may be,
shall revert to the general funds of the Corporation. After such reversion,
any such bank or trust company shall, upon demand, pay over to the Corporation
such unclaimed amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof and any holder of shares of
Series B Preferred Stock to be redeemed shall look only to the Corporation for
the payment of the Mandatory Redemption Price or the Series B Optional
Redemption Price, as the case may be. Any interest accrued on funds deposited
pursuant to this paragraph 5(d) shall be paid from time to time to the
Corporation for its own account.

(e) Notice of redemption having been
given as aforesaid, upon the deposit of funds pursuant to paragraph 5(d) in
respect of shares of Series B Preferred Stock to be redeemed pursuant to
paragraph 5(a) or paragraph 5(b), notwithstanding that any certificates for
such shares shall not have been surrendered

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<PAGE> 7
for cancellation, from and after the Mandatory Redemption Date or the Series B
Optional Redemption Date, as the case may be, designated in the notice of
redemption (i) the shares represented thereby shall no longer be deemed
outstanding, (ii) the rights to receive dividends thereon shall cease to accrue
and (iii) all rights of the holders of shares of Series B Preferred Stock to be
redeemed shall cease and terminate; provided, however, that if the Corporation
shall default in the payment of any portion of the Mandatory Redemption Price
or the Series B Optional Redemption Price, as the case may be, then, in
addition to any other rights and remedies of the holders of shares of Series B
Preferred Stock which may be available at law or in equity, the shares of
Series B Preferred Stock that were to be redeemed by such portion shall
thereafter be deemed to be outstanding and the holders thereof shall have all
of the rights of a holder of Series B Preferred Stock until such time as such
default shall no longer be continuing or shall have been waived by holders of
at least 66 2/3 percent of the then outstanding shares of Series B Preferred
Stock.

6. No Voting Rights; Certain Restrictions.

(a) The holders of Series B Preferred
Stock, except as otherwise required under Delaware law or as set forth in this
paragraph 6 or paragraph 7, shall not be entitled or permitted to vote on any
matter required or permitted to be voted upon by the stockholders of the
Corporation. In any case in which the holders of Series B Preferred Stock
shall be entitled to vote pursuant to Delaware law, this paragraph 6 or
paragraph 7, each holder of Series B Preferred Stock shall be entitled to one
vote for each share of Series B Preferred Stock.

(b) So long as any shares of Series B
Preferred Stock are outstanding, the Corporation shall not take any of the
following actions without the affirmative vote or written consent of at least
66 2/3 percent of the then outstanding shares of Series B Preferred Stock,
voting or consenting, as the case may be, as a separate series, in person or by
proxy, by resolution or in writing, as the case may be:

(i) create, authorize or issue
any class or series of Capital Stock of the Corporation hereafter which ranks
pari passu with or senior to the Series B Preferred Stock and the Series C
Preferred Stock with respect to the payment of dividends or distribution of
assets upon the voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation (provided that the issuance of additional
shares of Series C Preferred Stock in satisfaction of indemnification
obligations owing to the holder of Series C Preferred Stock pursuant to the
Merger Agreement, dated as of and as in effect on January 24, 1997 (the "Merger
Agreement"), among ALLTEL Healthcare Information Services, Inc., ALLTEL
Information Services, Inc., the Corporation and Eclipsys Solutions Corp. shall
not be restricted by this clause (i));

(ii) amend this Second Amended and
Restated Certificate of Incorporation of the Corporation so as to adversely
amend or alter the

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<PAGE> 8
specified rights, preferences, privileges or other rights of the holders of
Series B Preferred Stock;

(iii) except for redemptions or
purchases by the Corporation of (1) shares of Common Stock held by Partners
HealthCare System, Inc. pursuant to Section 8 of the Stockholders Agreement,
(2) shares of Series B Preferred Stock and Series C Preferred Stock and
Warrants pursuant to Section 4.3 of the Stockholders Agreement, (3) shares of
Capital Stock held by ALLTEL Information Services, Inc. or any affiliate (as
defined under Rule 12b-2 under the Exchange Act) thereof pursuant to Sections 9
and 10 of the Stockholders Agreement, (4) with respect to shares of Junior
Securities (and any Capital Stock convertible into or exercisable or
exchangeable for shares of Junior Securities) issued to any of the
Corporation's executive officers, consultants, directors or employees pursuant
to any benefit or bonus plan, not greater than $1,000,000 in the aggregate for
all redemptions or purchases thereof pursuant to this clause (4) and clause (4)
of paragraph 6(b)(iii) of Section B of this ARTICLE FOURTH and (5) shares of
Series C Preferred Stock pursuant to paragraph 5, paragraph 7 or paragraph 8 of
Section B of this ARTICLE FOURTH in which the Series B Preferred Stock is also
redeemed or purchased on a pro rata basis (with respect to redemptions or
purchases made pursuant to such paragraphs 5, 7 or 8), redeem or purchase any
Junior Securities or any class or series of Capital Stock of the Corporation
which ranks pari passu with the Series B Preferred Stock (provided that the
transfer of shares of Series C Preferred Stock by the holder thereof to the
Corporation in satisfaction of indemnification obligations owed to the
Corporation under the Merger Agreement shall not be restricted by this clause
(iii)); or

(iv) declare, pay or set apart for
payment any dividend on any shares of Junior Securities (other than dividends
payable in shares of Junior Securities).

7. Changes of Control.

(a) In the event of the occurrence of:

(i) the voluntary sale,
conveyance, exchange or transfer to another Person of all or substantially all
of the assets of the Corporation (a "Sale of Assets"); or

(ii) the merger or
consolidation of the Corporation with one or more Persons in which the
stockholders of the Corporation prior to such merger or consolidation do not
retain at least a majority of the voting securities of the surviving Person (a
"Merger"); or

(iii) the sale or other
disposition of Capital Stock of the Corporation in one transaction or a series
of related transactions after the consummation of which the stockholders of the
Corporation prior to

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<PAGE> 9
such sale or other disposition do not retain at least a majority of the voting
securities of the Corporation after such sale or other disposition (a "Sale of
the Majority Voting Stock"); or

(iv) at any time prior to
the Initial Public Offering, any transaction after the consummation of which
General Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General
Atlantic Partners 47, L.P., GAP Coinvestment Partners, L.P. and/or any
affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof
(collectively, the "General Atlantic Stockholders") cease to own as a group at
least 50% of the total number of shares of Common Stock (determined on a fully
diluted basis and after giving effect to any adjustment) held by the General
Atlantic Stockholders on the date hereof;

then, subject to paragraph 7(d) below, unless such event described in clause
(i), (ii), (iii) or (iv), as the case may be, is approved by the affirmative
vote or written consent of at least 66 2/3 percent of the then outstanding
shares of Series B Preferred Stock, voting or consenting as a separate series,
each holder of Series B Preferred Stock shall have the right and option (the
"Series B Put") to require the Corporation to purchase all, but not less than
all, of its shares of Series B Preferred Stock at a cash purchase price (the
"Series B Put Purchase Price") per share equal to (x) the Series B Liquidation
Preference plus (y) all accrued and unpaid dividends thereon, whether or not
declared or payable, to the date of closing of the event giving rise to the
Series B Put, in immediately available funds.

(b) Written notice of an event giving
rise to the Series B Put shall be delivered by the Corporation in person,
mailed by certified or registered mail, return receipt requested, mailed by
overnight mail or sent by telecopier to the holders of record of the Series B
Preferred Stock, such notice to be addressed to each such holder at its address
as shown by the records of the Corporation, at least fifteen (15) Business Days
prior to the anticipated closing date of the event giving rise to the Series B
Put. Each holder of Series B Preferred Stock that wishes to exercise the
Series B Put shall deliver written notice thereof to the Corporation not more
than ten (10) Business Days after receipt of such notice from the Corporation
of the anticipated closing date of the event giving rise to the Series B Put.
At the closing of the event giving rise to the Series B Put, the Corporation
shall pay the aggregate Series B Put Purchase Price to each holder of Series B
Preferred Stock exercising the Series B Put pursuant to paragraph 7(a). Unless
the Corporation defaults in payment of the Series B Put Purchase Price for the
shares of Series B Preferred Stock tendered pursuant to this paragraph 7, (i)
such shares of Series B Preferred Stock tendered shall no longer be deemed
outstanding, (ii) the rights to receive dividends thereon shall cease to accrue
and (iii) all rights of the holders of such shares of Series B Preferred Stock
shall cease (other than the right to receive payment in full of the Series B
Put Purchase Price).

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<PAGE> 10
holders of shares of Series B Preferred Stock which may be available at law or
in equity, any shares of Series B Preferred Stock not purchased by the
Corporation pursuant to this paragraph 7 shall remain issued and outstanding
and the holders thereof shall have all of the rights of a holder of Series B
Preferred Stock.

(d) Notwithstanding anything to the
contrary set forth in this Second Amended and Restated Certificate of
Incorporation, (i) the vote or consent, as the case may be, by the holders of
shares of Series B Preferred Stock as a separate series, in person or by proxy,
by resolution at a special or annual meeting of the stockholders of the
Corporation or in writing, on any transaction or series of related
transactions, the consummation of which shall result in a Sale of Assets or a
Merger pursuant to paragraph 7(a) is only required in order to determine
whether such holders of Series B Preferred Stock are entitled to exercise the
Series B Put in accordance with paragraph 7(a) and (ii) unless otherwise
required by law, the approval or consent of the holders of any shares of Series
B Preferred Stock is not required for the Corporation to approve, consent to,
effect or consummate any Sale of Assets or Merger.

8. Certain Rights. Certain holders of shares of
Series B Preferred Stock may have certain contractual redemption rights set
forth in Article 9 of the Preferred Stock and Warrant Purchase Agreement, dated
January 24, 1997, among the Corporation and the parties set forth on the
signature pages thereto, as may be amended from time to time. Such agreement
and such rights may be amended or terminated from time to time in accordance
with the terms of such agreement.

9. Insufficient Funds. If the funds of the
Corporation legally available for purchase or redemption of the Series B
Preferred Stock on any date are insufficient under the Delaware Code to
purchase or redeem the number of shares of Series B Preferred Stock to be so
purchased or redeemed on such date, the holders of Series B Preferred Stock to
be so purchased or redeemed on such date shall, together with the holders of
Series C Preferred Stock entitled to be purchased or redeemed on such date,
share ratably in any funds available for purchase or redemption of such shares
according to the respective amounts that would be payable with respect to the
number of shares owned by them if the shares to be so purchased or redeemed on
such date were purchased or redeemed in full. The shares of Series B Preferred
Stock not purchased or redeemed shall remain outstanding and continue to be
entitled to all of the rights and preferences provided herein. At any time
thereafter when additional funds of the Corporation are sufficient under the
Delaware Code for the purchase or redemption of shares of Series B Preferred
Stock, such funds will be used, at the end of the next succeeding fiscal
quarter, to purchase or redeem the balance of such shares of Series B Preferred
Stock or such portion thereof for which funds are available, on the basis set
forth above, pro rata with the balance of such shares of Series C Preferred
Stock or portion thereof.

10. Certain Remedies. Any registered holder of
Series B

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<PAGE> 11
Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Second Amended and Restated Certificate of
Incorporation and to enforce specifically the terms and provisions of this
Second Amended and Restated Certificate of Incorporation in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which such holder may be entitled at law or in equity.

11. Reissuance of Series B Preferred Stock.
Shares of Series B Preferred Stock that have been issued and reacquired by the
Corporation in any manner, including shares redeemed or purchased, shall (upon
compliance with any applicable provisions of the laws of Delaware) have the
status of authorized and unissued shares of Undesignated Preferred Stock and
may be redesignated and reissued as part of any series of preferred stock
(other than Series B Preferred Stock) in accordance with Section G of this
ARTICLE FOURTH.

12. Business Day. If any payment shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment shall be made on the immediately succeeding Business Day.

B. Series C 8.5% Cumulative Redeemable Preferred Stock.

1. Designation and Number of Shares. There
shall be hereby established a series of Preferred Stock designated as "Series C
8.5 % Cumulative Redeemable Preferred Stock" (the "Series C Preferred Stock").
The authorized number of shares of Series C Preferred Stock shall be 25,000.

2. Rank. The Series C Preferred Stock shall,
with respect to the payment of dividends and the distribution of assets upon
the occurrence of the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, rank (a) senior to (i) all shares
of Common Stock, (ii) all shares of Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock and Series G Preferred Stock and
(iii) each other class or series of Capital Stock of the Corporation hereafter
created which does not expressly rank pari passu with or senior to the Series C
Preferred Stock (the securities described in the foregoing clauses (i), (ii)
and (iii) are defined for purposes of this Section B of ARTICLE FOURTH as the
"Junior Securities") and (b) pari passu with all shares of Series B Preferred
Stock and each other class or series of Capital Stock of the Corporation
hereafter created which expressly ranks pari passu with the Series C Preferred
Stock.

3. Series C Liquidation Preference.

(a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Series C Preferred Stock then outstanding
shall be entitled to be paid for each share of Series C Preferred Stock held
thereby, out of the assets of the Corpora-

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<PAGE> 12
tion available for distribution to its stockholders, before any payment or
distribution of assets to the holders of any shares of Junior Securities, an
amount (the "Series C Liquidation Amount") in cash equal to (i) $1,000 per
share (the "Series C Liquidation Preference") (subject to adjustment for any
combinations, consolidations, stock distributions or stock dividends with
respect to such shares) plus (ii) all accumulated and unpaid dividends thereon
to the date fixed for such voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation. Except as provided in the
preceding sentence, holders of shares of Series C Preferred Stock shall not be
entitled to any payment or distribution in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation. Such payment to the holders of Series C Preferred Stock of the
Series C Liquidation Amount shall be made pro rata with the payment to the
holders of the Series B Preferred Stock of the Series B Liquidation Amount then
due and payable. If the assets of the Corporation are not sufficient to pay in
full the foregoing Series C Liquidation Amount and Series B Liquidation Amount
to the holders of outstanding shares of the Series C Preferred Stock and Series
B Preferred Stock, respectively, then the holders of all shares of Series C
Preferred Stock and Series B Preferred Stock shall share ratably in such
distribution of assets in accordance with the amount that would be payable on
such distribution if the amounts to which the holders of outstanding shares of
Series C Preferred Stock and Series B Preferred Stock are entitled were paid in
full.

(b) After the holders of all shares of
Series C Preferred Stock and Series B Preferred Stock shall have been paid in
full the amounts to which they are entitled under paragraph 3(a), the
remaining net assets of the Corporation shall be distributed to the holders of
Junior Securities in accordance with this ARTICLE FOURTH. Written notice of
the voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, stating a payment date, the Series C Liquidation
Amount and the place where such Series C Liquidation Amount shall be payable,
shall be delivered in person, mailed by certified or registered mail, return
receipt requested, mailed by overnight mail or sent by telecopier, not less
than ten (10) days prior to the payment date stated therein, to the holders of
record of the Series C Preferred Stock, such notice to be addressed to each
such holder at its address as shown by the records of the Corporation.

4. Dividends.

(a) Beginning on each date on which
Series C Preferred Stock is issued (the "Series C Issue Date"), the holders of
shares of Series C Preferred Stock, in preference to the holders of Junior
Securities, shall be entitled to receive out of the assets of the Corporation
legally available therefor, dividends at an annual rate, subject to paragraph
4(c) below, on the Series C Liquidation Preference thereof equal to 8.5% (the
"Series C Coupon Rate"), calculated on the basis of a 365-day year, accruing
each day that the Series C Preferred Stock is outstanding and payable quarterly
in arrears, in immediately available funds, on any day between the

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<PAGE> 13
last day and 15 days after the last day, as determined by the Board of
Directors, of each of March, June, September and December in each year (each
such date being referred to herein as a "Series C Quarterly Dividend Date").
Notwithstanding the foregoing, if prior to the Third Anniversary Date (as
defined below), the Board of Directors does not elect to pay in cash any
dividends accruing for any quarter in accordance with paragraph 4(b) below,
then the Series C Quarterly Dividend Date for such quarter shall be 15 days
after the last day of March, June, September or December, as applicable.

(b) Dividends payable pursuant to
paragraph 4(a) shall begin to accrue and be cumulative from the Series C Issue
Date, and shall accrue on a daily basis, in each case whether or not declared;
provided, however, that if any dividend payable on any Series C Quarterly
Dividend Date is not declared or is not paid in full on such Series C Quarterly
Dividend Date, then such amount payable as dividends that is not timely paid on
such Series C Quarterly Dividend Date shall be added to the Series C
Liquidation Preference and shall accrue dividends thereon in the manner
provided above, commencing on the Series C Quarterly Dividend Date. From and
after the Series C Issue Date to and including the Series C Quarterly Dividend
Date immediately prior to the third anniversary of the Series C Issue Date
(defined for purposes of this Section B of ARTICLE FOURTH as the "Third
Anniversary Date"), with respect to dividends payable on any Series C Quarterly
Dividend Date during such period, the Board of Directors shall be required
either to (i) permit dividends to accrue, in which event the amount otherwise
payable as dividends on the particular Series C Quarterly Dividend Date shall
be added to the Series C Liquidation Preference or (ii) declare and pay any or
all of such dividends in cash. Prior to the Third Anniversary Date, any
dividends which the Board of Directors does not affirmatively elect to be paid
in cash pursuant to the foregoing clause (ii) shall, without the requirement of
any action by the Board of Directors, be added to the Series C Liquidation
Preference in accordance with the foregoing clause (i). From and after the
Third Anniversary Date, all dividends payable on any Series C Quarterly
Dividend Date shall be paid in cash. The Board of Directors shall fix a record
date for the determination of holders of shares of Series C Preferred Stock
entitled to receive payment of a dividend declared thereon, which record date
shall be no more than 60 days or less than 10 days prior to the date fixed for
the payment thereof. Dividends paid to the holders of the Series C Preferred
Stock shall be paid ratably with the dividends paid to the holders of Series B
Preferred Stock.

(c) If the Corporation (each of the
following is referred to hereinafter as a "Default") (i) after the Third
Anniversary Date, fails to pay dividends on the Series C Preferred Stock as set
forth in paragraph 4(a) hereof on any two Series C Quarterly Dividend Dates and
such failure is continuing for five days after written notice thereof given to
the Corporation by any holder of Series C Preferred Stock; (ii) fails to redeem
all of the Series C Preferred Stock on the Mandatory Redemption Date in
accordance with paragraph 5(a) or purchase the Series C Preferred Stock in
accordance with paragraph 7 or paragraph 8; (iii) (x) commences

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<PAGE> 14
any case, proceeding or other action under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, composition, extension or other such relief with
respect to it or its debts, or seeking appointment of a receiver, trustee,
custodian or other similar official for all or any substantial part of its
assets (a "Bankruptcy Action"), (y) becomes the debtor named in any Bankruptcy
Action which results in the entry of an order for relief or any such
adjudication or appointment remains undismissed or undischarged for a period of
ninety (90) days or (z) makes a general assignment for the benefit of his
creditors; or (iii) fails to comply with the provisions set forth in paragraph
6(b)(i), (ii), (iii) or (iv), then the Series C Coupon Rate with respect to
dividends accruing from and after the date of such Default shall be increased
to 12.5%. Such increase in the Series C Coupon Rate shall continue until such
time as the Corporation cures such Default, at which time the Series C Coupon
Rate with respect to dividends accruing from and after the date of such cure
shall be reduced to 8.5%.

(d) The holders of shares of Series C
Preferred Stock shall not be entitled to receive any dividends or other
distributions except as provided in paragraph 3 of this Section B and this
paragraph 4.

5. Redemption.

(a) On the Mandatory Redemption Date,
the Corporation shall redeem, out of the funds legally available therefor, all
of the issued and outstanding shares of Series C Preferred Stock, on not less
than three (3) Business Days' notice of the Mandatory Redemption Date, at a
price per share (the "Series C Mandatory Redemption Price") equal to (i) the
Series C Liquidation Preference plus (ii) all accrued and unpaid dividends
thereon, whether or not declared or payable, to the Mandatory Redemption Date,
in immediately available funds.

(b) Notwithstanding paragraph 5(a)
above, the Corporation shall have the right, at its sole option and election,
at any time or from time to time prior to December 31, 2001, to redeem the
shares of Series C Preferred Stock, in whole or in part, on not less than ten
(10) Business Days' notice of the date of redemption (any such date a "Series C
Optional Redemption Date") at a price per share (the "Series C Optional
Redemption Price") equal to (i) the Series C Liquidation Preference plus (ii)
all accrued and unpaid dividends thereon, whether or not declared or payable,
to the applicable Series C Optional Redemption Date, in immediately available
funds.

(c) Written notice of any redemption of
shares of Series C Preferred Stock pursuant to paragraph 5(a) or paragraph
5(b), as the case may be, shall be delivered by the Corporation in person,
mailed by certified or registered mail, return receipt requested, mailed by
overnight mail or sent by telecopier, to the

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<PAGE> 15
holders of record of the Series C Preferred Stock, such notice to be addressed
to each such holder at its address as shown by the records of the Corporation.
In order to facilitate the redemption of shares of Series C Preferred Stock,
the Board of Directors may fix a record date for the determination of shares of
Series C Preferred Stock to be redeemed, or may cause the transfer books of the
Corporation for the Series C Preferred Stock to be closed, not more than 60
days or less than 10 days prior to the date fixed for such redemption.

(d) On the Mandatory Redemption Date or
the Series C Optional Redemption Date, as the case may be, which is specified
in a notice given pursuant to paragraph 5(c), the Corporation shall, and at any
time after such notice shall have been mailed and before the date of redemption
the Corporation may, deposit for the benefit of the holders of shares of Series
C Preferred Stock to be redeemed the funds necessary for such redemption with a
bank or trust company in the Borough of Manhattan, The City of New York, having
a capital and surplus of at least $100,000,000. Any moneys so deposited by
the Corporation and unclaimed at the end of six months from the Mandatory
Redemption Date or the Series C Optional Redemption Date, as the case may be,
shall revert to the general funds of the Corporation. After such reversion,
any such bank or trust company shall, upon demand, pay over to the Corporation
such unclaimed amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof and any holder of shares of
Series C Preferred Stock to be redeemed shall look only to the Corporation for
the payment of the Series C Mandatory Redemption Price or the Series C Optional
Redemption Price, as the case may be. Any interest accrued on funds deposited
pursuant to this paragraph 5(d) shall be paid from time to time to the
Corporation for its own account.

(e) Notice of redemption having been
given as aforesaid, upon the deposit of funds pursuant to paragraph 5(d) in
respect of shares of Series C Preferred Stock to be redeemed pursuant to
paragraph 5(a) or paragraph 5(b), notwithstanding that any certificates for
such shares shall not have been surrendered for cancellation, from and after
the Mandatory Redemption Date or the Series C Optional Redemption Date, as the
case may be, designated in the notice of redemption (i) the shares represented
thereby shall no longer be deemed outstanding, (ii) the rights to receive
dividends thereon shall cease to accrue and (iii) all rights of the holders of
shares of Series C Preferred Stock to be redeemed shall cease and terminate;
provided, however, that if the Corporation shall default in the payment of any
portion of the Series C Mandatory Redemption Price or the Series C Optional
Redemption Price, as the case may be, then, in addition to any other rights and
remedies of the holders of shares of Series C Preferred Stock which may be
available at law or in equity, the shares of Series C Preferred Stock that were
to be redeemed by such portion shall thereafter be deemed to be outstanding and
the holders thereof shall have all of the rights of a holder of Series C
Preferred Stock until such time as such default shall no longer be continuing
or shall have been waived by holders of at least a majority of the then
outstanding shares of Series C Preferred Stock.

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<PAGE> 16
6. No Voting Rights; Certain Restrictions.

(a) The holders of Series C Preferred
Stock, except as otherwise required under Delaware law or as set forth in this
paragraph 6 or paragraph 7, shall not be entitled or permitted to vote on any
matter required or permitted to be voted upon by the stockholders of the
Corporation. In any case in which the holders of Series C Preferred Stock
shall be entitled to vote pursuant to Delaware law, this paragraph 6 or
paragraph 7, each holder of Series C Preferred Stock shall be entitled to one
vote for each share of Series C Preferred Stock.

(b) So long as any shares of Series C
Preferred Stock are outstanding, the Corporation shall not take any of the
following actions without the affirmative vote or written consent of at least a
majority of the then outstanding shares of Series C Preferred Stock, voting or
consenting, as the case may be, as a separate series, in person or by proxy, by
resolution or in writing, as the case may be:

(ii) amend this Second Amended and
Restated Certificate of Incorporation of the Corporation so as to adversely
amend or alter the specified rights, preferences, privileges or other rights of
the holders of Series C Preferred Stock;

(iii) except for redemptions or
purchases by the Corporation of (1) shares of Common Stock held by Partners
HealthCare System, Inc. pursuant to Section 8 of the Stockholders Agreement,
(2) shares of Series B Preferred Stock and Series C Preferred Stock and
Warrants pursuant to Section 4.3 of the Stockholders Agreement, (3) shares of
Capital Stock held by ALLTEL Information Services, Inc. or any affiliate (as
defined under Rule 12b-2 of the Exchange Act) thereof pursuant to Sections 9
and 10 of the Stockholders Agreement, (4) with respect to shares of Junior
Securities (and any Capital Stock convertible into or exercisable or
exchangeable for shares of Junior Securities) issued to any of the
Corporation's executive officers, consultants, directors or employees pursuant
to any benefit or bonus plan, not greater than $1,000,000 in the aggregate for
all redemptions or purchases thereof pursuant to this clause (4) and clause (4)
of paragraph 6(b)(iii) of Section A of this ARTICLE FOURTH and (5) shares of
Series B Preferred Stock pursuant to paragraph 5, paragraph 7 or paragraph 8 of
Section A of this ARTICLE FOURTH, redeem or purchase any Junior Securities or
any class or series of Capital Stock of the Corporation which ranks pari passu
with the Series C Preferred Stock; or

(iv) declare, pay or set apart
for payment any

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<PAGE> 17
dividend on any shares of Junior Securities (other than dividends payable in
shares of Junior Securities).

7. Changes of Control.

(a) In the event of the occurrence of a
Sale of Assets, a Merger or a Sale of the Majority Voting Stock, then, subject
to paragraph 7(d) below, unless such event is approved by the affirmative vote
or written consent of at least a majority of the then outstanding shares of
Series C Preferred Stock, voting or consenting as a separate series, each
holder of Series C Preferred Stock shall have the right and option (the
"Series C Put") to require the Corporation to purchase all, but not less than
all, of its shares of Series C Preferred Stock at a cash purchase price (the
"Series C Put Purchase Price") per share equal to (x) the Series C Liquidation
Preference plus (y) all accrued and unpaid dividends thereon, whether or not
declared or payable, to the date of closing of such Sale of Assets or Merger,
in immediately available funds.

(b) Written notice of an event giving
rise to the Series C Put shall be delivered by the Corporation in person,
mailed by certified or registered mail, return receipt requested, mailed by
overnight mail or sent by telecopier to the holders of record of the Series C
Preferred Stock, such notice to be addressed to each such holder at its address
as shown by the records of the Corporation, at least fifteen (15) Business Days
prior to the anticipated closing date of the event giving rise to the Series C
Put. Each holder of Series C Preferred Stock that wishes to exercise the
Series C Put shall deliver written notice thereof to the Corporation not more
than ten (10) Business Days after receipt of such notice from the Corporation
of the anticipated closing date of the event giving rise to the Series C Put.
At the closing of such Sale of Assets, Merger or Sale of the Majority Voting
Stock, as the case may be, the Corporation shall pay the aggregate Series C Put
Purchase Price to each holder of Series C Preferred Stock exercising the Series
C Put pursuant to paragraph 7(a). Unless the Corporation defaults in payment
of the Series C Put Purchase Price for the shares of Series C Preferred Stock
tendered pursuant to this paragraph 7, (i) such shares of Series C Preferred
Stock tendered shall no longer be deemed outstanding, (ii) the rights to
receive dividends thereon shall cease to accrue and (iii) all rights of the
holders of such shares of Series C Preferred Stock shall cease (other than the
right to receive payment in full of Series C Put Purchase Price).

(c) In addition to any other rights and
remedies of the holders of shares of Series C Preferred Stock which may be
available at law or in equity, any shares of Series C Preferred Stock not
purchased by the Corporation pursuant to this paragraph 7 shall remain issued
and outstanding and the holders thereof shall have all of the rights of a
holder of Series C Preferred Stock.

(d) Notwithstanding anything to the
contrary set forth in this Second Amended and Restated Certificate of
Incorporation, (i) the vote or

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<PAGE> 18
consent, as the case may be, by the holders of shares of Series C Preferred
Stock as a separate series, in person or by proxy, by resolution at a special
or annual meeting of the stockholders of the Corporation or in writing, on any
transaction or series of related transactions, the consummation of which shall
result in a Sale of Assets or a Merger pursuant to paragraph 7(a) is only
required in order to determine whether such holders of Series C Preferred Stock
are entitled to exercise the Series C Put in accordance with paragraph 7(a)
and (ii) unless otherwise required by law, the approval or consent of the
holders of any shares of Series C Preferred Stock is not required for the
Corporation to approve, consent to, effect or consummate any Sale of Assets or
Merger.

8. Certain Rights. Certain holders of shares of
Series C Preferred Stock may have certain contractual redemption rights set
forth in Article 9 of the Preferred Stock and Warrant Purchase Agreement, dated
January 24, 1997, among the Corporation and the parties set forth on the
signature pages thereto, as may be amended from time to time, which may contain
such rights. Such agreement and such rights may be amended or terminated from
time to time in accordance with the terms of such agreement.

9. Insufficient Funds. If the funds of the
Corporation legally available for purchase or redemption of the Series C
Preferred Stock on any date are insufficient under the Delaware Code to
purchase or redeem the number of shares of Series C Preferred Stock to be so
purchased or redeemed on such date, the holders of Series C Preferred Stock to
be so purchased or redeemed on such date shall, together with the holders of
Series B Preferred Stock entitled to be purchased or redeemed on such date,
share ratably in any funds available for purchase or redemption of such shares
according to the respective amounts that would be payable with respect to the
number of shares owned by them if the shares to be so purchased or redeemed on
such date were purchased or redeemed in full. The shares of Series C Preferred
Stock not purchased or redeemed shall remain outstanding and continue to be
entitled to all of the rights and preferences provided therein. At any time
thereafter when additional funds of the Corporation are sufficient with the
Delaware Code for the purchase or redemption of shares of Series C Preferred
Stock, such funds will be used, at the end of the next succeeding fiscal
quarter, to purchase or redeem the balance of such shares of Series C Preferred
Stock or such portion thereof for which funds are available, on the basis set
forth above, pro rata with the balance of such shares of Series B Preferred
Stock or portion thereof.

10. Certain Remedies. Any registered holder of
Series C Preferred Stock shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Second Amended and Restated
Certificate of Incorporation and to enforce specifically the terms and
provisions of this Second Amended and Restated Certificate of Incorporation in
any court of the United States or any state thereof having jurisdiction, this
being in addition to any other remedy to which such holder may be entitled at
law or in equity.

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<PAGE> 19
11. Reissuance of Series C Preferred Stock.
Shares of Series C Preferred Stock that have been issued and reacquired by the
Corporation in any manner, including shares redeemed or purchased, shall (upon
compliance with any applicable provisions of the laws of Delaware) have the
status of authorized and unissued shares of Undesignated Preferred Stock and
may be redesignated and reissued as part of any series of preferred stock
(other than Series C Preferred Stock) in accordance with Section G of this
ARTICLE FOURTH.

12. Business Day. If any payment shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment shall be made on the immediately succeeding Business Day.

C. Series D Convertible Preferred Stock.

1. Designation and Number of Shares. There
shall be hereby established a series of Preferred Stock designated as "Series D
Convertible Preferred Stock" (the "Series D Preferred Stock"). The authorized
number of shares of Series D Preferred Stock shall be 7,200,000.

2. Rank. The Series D Preferred Stock shall,
with respect to the payment of dividends and the distribution of assets upon
the occurrence of the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, rank (a) senior to (i) all shares
of Common Stock, (ii) all shares of Series F Preferred Stock and (iii) each
other class or series of Capital Stock of the Corporation hereafter created
which does not expressly rank pari passu with or senior to the Series D
Preferred Stock, (b) pari passu with all shares of Series E Preferred Stock and
Series G Preferred Stock and each other class or series of Capital Stock of the
Corporation hereafter created which expressly ranks pari passu with the Series
D Preferred Stock and (c) junior to all shares of Series B Preferred Stock and
Series C Preferred Stock and each other class or series of Capital Stock of the
Corporation hereafter created which expressly ranks senior to the Series D
Preferred Stock.

3. Dividends. Beginning on the date of issuance
of the Series D Preferred Stock, if the Board of Directors of the Corporation
shall declare a dividend or make any other distribution (including, without
limitation, in cash or other property or assets), to holders of shares of
Common Stock, then, subject to the prior payment in full of any dividends or
other distributions on the Series B Preferred Stock and the Series C Preferred
Stock, the holders of each share of Series D Preferred Stock shall be entitled
to receive, out of funds legally available therefor, a dividend or distribution
in an amount equal to the amount of such dividend or distribution which would
be received by a holder of the number of shares of Class A Common Stock for
which such share of Series D Preferred Stock is convertible on the record date
for such dividend or distribution. Any such dividend or distribution shall be
paid to the holders of shares of Series D Preferred Stock ratably with the
holders of Series E Preferred Stock and Series G Preferred Stock at the same
time such dividend or

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<PAGE> 20
distribution is made to holders of Common Stock.

4. Series D Liquidation Preference.

(a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Series D Preferred Stock then outstanding
shall be entitled to be paid for each share of Series D Preferred Stock held
thereby, out of the assets of the Corporation available for distribution to its
stockholders, after the payment or distribution of assets by the Corporation to
the holders of any shares of Series B Preferred Stock and Series C Preferred
Stock, an amount in cash (the "Series D Liquidation Amount") equal to (i)
$12.549766 per share (the "Series D Liquidation Preference") (subject to
adjustment for any combinations, consolidations, stock distributions or stock
dividends with respect to such shares) plus (ii) all declared and unpaid
dividends thereon to the date fixed for such voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation,
before any payment shall be made or any assets distributed to the holders of
any shares of Capital Stock ranking junior to the Series D Preferred Stock.
Except as provided in the preceding sentence, holders of shares of Series D
Preferred Stock shall not be entitled to any payment or distribution in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation. Such payment to the holders of Series D
Preferred Stock of the Series D Liquidation Amount shall be made pro rata with
the payment to the holders of the Series E Preferred Stock and Series G
Preferred Stock of the Series E Liquidation Amount (as hereinafter defined) and
Series G Liquidation Amount (as hereinafter defined), respectively, then due
and payable. If the assets of the Corporation are not sufficient to pay in
full the foregoing Series D Liquidation Amount, the Series E Liquidation Amount
and the Series G Liquidation Amount to the holders of outstanding shares of the
Series D Preferred Stock, Series E Preferred Stock and Series G Preferred
Stock, respectively, then the holders of all shares of Series D Preferred
Stock, Series E Preferred Stock and Series G Preferred Stock shall share
ratably in such payment or distribution of assets in accordance with the amount
that would be payable on such distribution if the amounts to which the holders
of outstanding shares of Series D Preferred Stock, Series E Preferred Stock and
Series G Preferred Stock are entitled were paid in full.

(b) After the holders of all shares of
Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock
shall have been paid in full the amounts to which they are entitled under
paragraph 4(a), the remaining net assets of the Corporation shall be
distributed to the holders of Capital Stock ranking junior to the Series D
Preferred Stock in accordance with this ARTICLE FOURTH. Written notice of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, stating a payment date, the Series D Liquidation Amount and
the place where such Series D Liquidation Amount shall be payable, shall be
delivered in person, mailed by certified or registered mail, return receipt
requested, mailed by overnight mail or sent by telecopier, not less than ten
(10)

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<PAGE> 21
days prior to the payment date stated therein, to the holders of record of the
Series D Preferred Stock, such notice to be addressed to each such holder at
its address as shown by the records of the Corporation.

5. Redemption. The shares of Series D Preferred
Stock shall not be redeemed or subject to redemption, whether at the option of
the Corporation or any holder thereof, or otherwise.

6. Voting Rights; Election of Director.

(a) The holders of Series D Preferred
Stock, except as otherwise required under Delaware law or as set forth in
paragraphs (b) and (c) below, shall not be entitled or permitted to vote on any
matter required or permitted to be voted upon by the stockholders of the
Corporation.

(b) So long as the Series D Preferred
Stock is outstanding, each share of Series D Preferred Stock shall entitle the
holder thereof to vote, in person or by proxy, at a special or annual meeting
of stockholders or by written consent, on all matters entitled to be voted on
by holders of Class A Common Stock voting together as a single class with the
holders of Class A Common Stock and the holders of all other classes and series
entitled to vote thereon. With respect to any such vote, each share of Series D
Preferred Stock shall entitle the holder thereof to cast that number of votes
per share as is equal to the number of votes that such holder would be entitled
to cast had such holder converted its shares of Series D Preferred Stock into
shares of Class A Common Stock on the record date for determining the
stockholders of the Corporation eligible to vote on any such matters.

(c) If General Atlantic Partners 47,
L.P., General Atlantic Partners 38, L.P., General Atlantic Partners 28, L.P.,
GAP Coinvestment Partners, L.P. and/or any affiliate (as defined in Rule 12b-2
under the Exchange Act) thereof own in the aggregate (i) at least a majority of
the outstanding shares of Series D Preferred Stock and Series G Preferred
Stock, taken together on an as converted basis, and (ii) shares of Class A
Common Stock, Series D Preferred Stock and/or Series G Preferred Stock or other
securities of the Corporation convertible into or exercisable or exchangeable
for shares of Common Stock of the Corporation that represent (after giving
effect to any adjustments) at least 15% of the total number of shares of Common
Stock outstanding on an as converted, as exercised and as exchanged basis, then
the holders of the Series D Preferred

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<PAGE> 22
Stock and Series G Preferred Stock, voting together as a separate series, shall
be entitled to elect one director of the Corporation. The Series D Preferred
Stock shall vote together with all other classes and series of voting stock of
the Corporation as a single class with respect to the election of all of the
other directors of the Corporation; provided, however, that if the conditions
set forth in the first sentence of this paragraph 6(c) necessary for the
holders of the Series D Preferred Stock and Series G Preferred Stock to vote as
a separate series for the election of one director are not satisfied, the
Series D Preferred Stock shall vote together with all other classes and series
of stock of the Corporation as a single class with respect to the election of
all of the directors of the Corporation. At any meeting (or in a written
consent in lieu thereof) held for the purpose of electing directors at a time
when the Series D Preferred Stock and Series G Preferred Stock, voting together
as a separate series, are entitled to vote for the election of a director, (x)
the presence in person or by proxy (or the written consent) of the holders of a
majority of the shares of Series D Preferred Stock and Series G Preferred Stock
then outstanding, taken together on an as converted basis, shall constitute a
quorum of the Series D Preferred Stock and Series G Preferred Stock for the
election of the director to be elected solely by the holders of the Series D
Preferred Stock and Series G Preferred Stock and (y) the affirmative vote of
such majority of the shares of Series D Preferred Stock and Series G Preferred
Stock present in person or represented by proxy or, in the event of a written
consent, a majority of the shares of Series D Preferred Stock and Series G
Preferred Stock then outstanding shall be required to elect such director. A
vacancy in the directorship elected by the holders of the Series D Preferred
Stock and Series G Preferred Stock voting together as a separate series
pursuant to this paragraph 6(c) shall be filled only by vote or written consent
of the holders of the Series D Preferred Stock and Series G Preferred Stock.

7. Conversion.

(a) Any holder of Series D Preferred
Stock shall have the right, at its option, at any time and from time to time,
to convert, subject to the terms and provisions of this paragraph 7, any or all
of such holder's shares of Series D Preferred Stock into such number of fully
paid and non-assessable shares of Class A Common Stock as is equal to the
product of the number of shares of Series D Preferred Stock being so converted
multiplied by the quotient of (i) the Series D Liquidation Preference divided
by (ii) the conversion price of $8.36651 per share, subject to adjustment as
provided in paragraph 7(d) (defined for purposes of this Section C of ARTICLE
FOURTH as the "Conversion Price"), then in effect. Such conversion right shall
be exercised by the surrender of the shares of Series D Preferred Stock to be
converted to the Corporation at any time during usual business hours at its
principal place of business to be maintained by it, accompanied by (x) written
notice that the holder elects to convert such shares of Series D Preferred
Stock and specifying the name or names (with address) in which a certificate or
certificates for shares of Class A Common Stock are to be issued, (y) if so
required by the Corporation, a written instrument or instruments of transfer in
form reasonably satisfactory to the Corporation duly executed by the holder or
its duly authorized legal representative and (z) transfer tax stamps or funds
therefor, if required pursuant to paragraph 7(j). All shares of Series D
Preferred Stock surrendered for conversion shall be delivered to the
Corporation for cancellation and canceled by it and no shares of Series D
Preferred Stock shall be issued in lieu thereof.

(b) As promptly as practicable after the
surrender, as herein provided, of any shares of Series D Preferred Stock for
conversion pursuant to

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<PAGE> 23
paragraph 7(a), the Corporation shall deliver to or upon the written order of
the holder of such shares of Series D Preferred Stock so surrendered a
certificate or certificates representing the number of fully paid and
non-assessable shares of Class A Common Stock into which such shares of Series
D Preferred Stock may be or have been converted in accordance with the
provisions of this paragraph 7. Subject to the following provisions of this
paragraph and of paragraph 7(d), such conversion shall be deemed to have been
made immediately prior to the close of business on the date that such shares of
Series D Preferred Stock shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the shares of Class A
Common Stock deliverable upon conversion of such shares of Series D Preferred
Stock shall be treated for all purposes as having become the record holder or
holders of such shares of Class A Common Stock at such time, and such
conversion shall be at the Conversion Price in effect at such time; provided,
however, that no surrender shall be effective to constitute the Person or
Persons entitled to receive the shares of Class A Common Stock deliverable upon
such conversion as the record holder or holders of such shares of Class A
Common Stock while the share transfer books of the Corporation shall be closed
(but not for any period in excess of five days), but such surrender shall be
effective to constitute the Person or Persons entitled to receive such shares
of Class A Common Stock as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding day
on which such share transfer books are open, and such conversion shall be
deemed to have been made at, and shall be made at the Conversion Price in
effect at, such time on such next succeeding day.

(c) To the extent permitted by law, when
shares of Series D Preferred Stock are converted, all dividends declared and
unpaid on the shares of Series D Preferred Stock so converted to the date of
conversion shall be immediately due and payable and must accompany the shares
of Class A Common Stock issued upon such conversion.

(d) The Conversion Price shall be
subject to adjustment as follows:

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<PAGE> 24
number of shares of Class A Common Stock or other securities of the Corporation
that such holder would have owned or would have been entitled to receive upon
or by reason of any of the events described above, had such share of Series D
Preferred Stock been converted immediately prior to the occurrence of such
event. An adjustment made pursuant to this paragraph 7(d)(i) shall become
effective retroactively (1) in the case of any such dividend or distribution,
to a date immediately following the close of business on the record date for
the determination of holders of Class A Common Stock entitled to receive such
dividend or distribution or (2) in the case of any such subdivision,
combination or reclassification, to the close of business on the day upon which
such corporate action becomes effective.

(ii) In case the Corporation shall
at any time or from time to time distribute to all holders of shares of its
Common Stock (including any such distribution made in connection with a merger
or consolidation in which the Corporation is the resulting or surviving Person
and the Common Stock is not changed or exchanged) cash, evidences of
indebtedness of the Corporation or another issuer, securities of the
Corporation or another issuer or other assets (excluding dividends or
distributions paid or made to holders of shares of Series D Preferred Stock in
the manner provided in paragraph 3, and dividends payable in shares of Common
Stock for which adjustment is made under paragraph 7(d)(i)) or rights or
warrants to subscribe for or purchase securities of the Corporation (excluding
those distributions in respect of which an adjustment in the Conversion Price
is made pursuant to paragraph 7(d)(i)), then, and in each such case, the
Conversion Price then in effect shall be adjusted (and any other appropriate
actions shall be taken by the Corporation) by multiplying the Conversion Price
in effect immediately prior to the date of such distribution by a fraction (x)
the numerator of which shall be the Current Market Price of one share of Class
A Common Stock on the record date referred to below less the then fair market
value (as determined by the Board of Directors) of the portion of the cash,
evidences of indebtedness, securities or other assets so distributed or of
such subscription rights or warrants applicable to one share of Class A Common
Stock and (y) the denominator of which shall be such Current Market Price of
one share of Class A Common Stock (but such denominator shall not be less than
one); provided, however, that no adjustment shall be made with respect to any
distribution of rights to purchase securities of the Corporation if the holder
of shares of Series D Preferred Stock would otherwise be entitled to receive
such rights upon conversion at any time of shares of Series D Preferred Stock
into Class A Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively to a date
immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

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<PAGE> 25
would be equitable in the circumstances to adjust the Conversion Price as a
result of such action and, in each such case, if the Board of Directors
determines to make such adjustment, then the Conversion Price shall be adjusted
in such manner and at such time as the Board of Directors of the Corporation in
good faith determines would be equitable in the circumstances (such
determination to be evidenced in a resolution, a certified copy of which shall
be mailed to the holders of the shares of Series D Preferred Stock).

(iv) Notwithstanding anything
herein to the contrary, no adjustment under this paragraph 7(d) need be made to
the Conversion Price unless such adjustment would require an increase or
decrease of at least 1% of the Conversion Price then in effect. Any lesser
adjustment shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment, which, together with any
adjustment or adjustments so carried forward, shall amount to an increase or
decrease of at least 1% of such Conversion Price. Any adjustment to the
Conversion Price carried forward and not theretofore made shall be made
immediately prior to the conversion of any shares of Series D Preferred Stock
pursuant hereto.

(v) Notwithstanding anything
herein to the contrary, no adjustment under this paragraph 7(d) shall be made
upon (x) the grant of options to employees, consultants or directors of the
Corporation pursuant to benefit plans approved by the Board of Directors or (y)
any issuance of Common Stock upon the conversion of the Series D Preferred
Stock, the Series E Preferred Stock, the Series F Preferred Stock, the Series G
Preferred Stock or the Class B Common Stock or the exercise of the Warrants.

(e) If the Corporation shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, and shall thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then thereafter no adjustment in the Conversion
Price then in effect shall be required by reason of the taking of such record.

(f) Upon any increase or decrease in the
Conversion Price, then, and in each such case, the Corporation shall within a
reasonable period (not to exceed 30 days) following any of the foregoing
transactions deliver to each registered holder of Series D Preferred Stock a
certificate, signed by the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the increased or decreased Conversion Price then in effect following
such adjustment.

(g) In case of (i) any capital
reorganization or reclassification or other change of outstanding shares of
Common Stock (other than a

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<PAGE> 26
change in par value, or from par value to no par value, or from no par value to
par value), (ii) any merger or consolidation of the Corporation with or into
another Person (other than a merger or consolidation in which the Corporation
is the resulting or surviving Person and which does not result in any
reclassification or change of outstanding Common Stock) or (iii) any sale of
all or substantially all of the assets of the Corporation to another Person
(any of the foregoing (i), (ii) or (iii), a "Transaction"), each holder of
Series D Preferred Stock then outstanding shall have the right, and the
Corporation shall execute and deliver to each such holder of Series D Preferred
Stock at least ten (10) Business Days prior to effecting such Transaction a
certificate to the effect that such holder of Series D Preferred Stock shall
have the right thereafter, to convert such share of Series D Preferred Stock
into the kind and amount of shares of stock or other securities, property or
cash receivable upon such Transaction by a holder of the number of shares of
Class A Common Stock into which such share of Series D Preferred Stock could
have been converted immediately prior to such Transaction, and provision shall
be made therefor in any agreement relating to such Transaction. Such
certificate shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this paragraph 7. The
provisions of this paragraph 7(g) and any equivalent thereof in any such
certificate similarly shall apply to successive Transactions.

(h) In case at any time or from time to time:

(w) the Corporation shall declare a
dividend (or any other distribution) on its shares of Common Stock;

(x) the Corporation shall authorize
the granting to the holders of its Common Stock of rights or warrants to
subscribe for or purchase any shares of stock of any class or of any other
rights or warrants;

(y) there shall be any reorganization
or reclassification of the Common Stock, or any merger or consolidation to
which the Corporation is a party and for which approval of any of the
stockholders of the Corporation is required, or any sale of all or
substantially all of the assets of the Corporation; or

(z) there shall occur the voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation;

then the Corporation shall mail to each holder of shares of Series D Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least ten (10) days
prior to the applicable date hereinafter specified, a notice stating (1) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (2) the date or the

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<PAGE> 27
expected date on which such reorganization, reclassification, merger,
consolidation, sale, liquidation, dissolution or winding up is expected to
become effective; provided that in the case of any event to which paragraph
7(g) applies, the Corporation shall give at least ten (10) Business Days' prior
written notice as aforesaid. Such notice also shall specify the date as of
which it is expected that holders of Class A Common Stock of record shall be
entitled to exchange their Class A Common Stock for shares of stock or other
securities or property or cash deliverable upon such reorganization,
reclassification, merger, consolidation, sale, liquidation, dissolution or
winding up.

(i) The Corporation shall at all times
reserve and keep available for issuance upon the conversion of the Series D
Preferred Stock, such number of its authorized but unissued shares of Class A
Common Stock as will from time to time be sufficient to permit the conversion
of all outstanding shares of Series D Preferred Stock, and shall take all
action required to increase the authorized number of shares of Class A Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Class A Common Stock to permit such reservation or to permit the conversion
of all outstanding shares of Series D Preferred Stock.

(j) The issuance or delivery of
certificates for Class A Common Stock upon the conversion of shares of Series D
Preferred Stock shall be made without charge to the converting holder of shares
of Series D Preferred Stock for such certificates or for any tax in respect of
the issuance or delivery of such certificates or the securities represented
thereby, and such certificates shall be issued or delivered in the respective
names of, or (subject to compliance with the applicable provisions of federal
and state securities laws) in such names as may be directed by, the holders of
the shares of Series D Preferred Stock converted; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares of Series D
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver such certificate unless or until the Person or Persons requesting
the issuance or delivery thereof shall have paid to the Corporation the amount
of such tax or shall have established to the reasonable satisfaction of the
Corporation that such tax has been paid.

8. Certain Remedies. Any registered holder of
Series D Preferred Stock shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Second Amended and Restated
Certificate of Incorporation and to enforce specifically the terms and
provisions of this Second Amended and Restated Certificate of Incorporation in
any court of the United States or any state thereof having jurisdiction, this
being in addition to any other remedy to which such holder may be entitled at
law or in equity.

9. Reissuance of Series D Preferred Stock.
Shares of Series D Preferred Stock that have been issued and reacquired in any
manner, including shares purchased or converted, shall (upon compliance with
any applicable

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<PAGE> 28
provisions of the laws of Delaware) have the status of authorized and unissued
shares of Undesignated Preferred Stock and may be redesignated and reissued as
part of any series of preferred stock (other than Series D Preferred Stock) in
accordance with Section G of this ARTICLE FOURTH.

10. Business Day. If any payment shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment shall be made on the immediately succeeding Business Day.

D. Series E Convertible Preferred Stock.

1. Designation and Number of Shares. There
shall be hereby established a series of Preferred Stock designated as "Series E
Convertible Preferred Stock" (the "Series E Preferred Stock"). The authorized
number of shares of Series E Preferred Stock shall be 920,000.

2. Rank. The Series E Preferred Stock shall,
with respect to the payment of dividends and the distribution of assets upon
the occurrence of the voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, rank (a) senior to (i) all shares
of Common Stock, (ii) all shares of Series F Preferred Stock and (iii) each
other class or series of Capital Stock of the Corporation hereafter created
which does not expressly rank pari passu with or senior to the Series E
Preferred Stock, (b) pari passu with all shares of Series D Preferred Stock and
Series G Preferred Stock and each other class or series of Capital Stock of the
Corporation hereafter created which expressly ranks pari passu with the Series
B Preferred Stock, and (c) junior to all shares of Series B Preferred Stock,
Series C Preferred Stock and each other class or series of Capital Stock of the
Corporation hereafter created which expressly ranks senior to the Series E
Preferred Stock.

3. Dividends. Beginning on the date of issuance
of the Series E Preferred Stock, if the Board of Directors of the Corporation
shall declare a dividend or make any other distribution (including, without
limitation, in cash or other property or assets), to holders of shares of
Common Stock, then, subject to the prior payment in full of any dividends or
other distributions on the Series B Preferred Stock and the Series C Preferred
Stock, the holders of each share of Series E Preferred Stock shall be entitled
to receive, out of funds legally available therefor, a dividend or distribution
in an amount equal to the amount of such dividend or distribution which would
be received by a holder of the number of shares of Class B Common Stock for
which such share of Series E Preferred Stock is convertible on the record date
for such dividend or distribution. Any such dividend or distribution shall be
paid to the holders of shares of Series E Preferred Stock ratably with the
holders of Series D Preferred Stock and Series G Preferred Stock at the same
time such dividend or distribution is made to holders of Common Stock.

4. Series E Liquidation Preference.

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<PAGE> 29
(a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Series E Preferred Stock then outstanding
shall be entitled to be paid for each share of Series E Preferred Stock held
thereby, out of the assets of the Corporation available for distribution to its
stockholders, after the payment or distribution of assets by the Corporation to
the holders of any shares of Series B Preferred Stock and Series C Preferred
Stock, an amount in cash (the "Series E Liquidation Amount") equal to (i)
$12.549766 per share (the "Series E Liquidation Preference") (subject to
adjustment for any combinations, consolidations, stock distributions or stock
dividends with respect to such shares) plus (ii) all declared and unpaid
dividends thereon to the date fixed for such voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation,
before any payment shall be made or any assets distributed to the holders of
any shares of Capital Stock ranking junior to the Series E Preferred Stock.
Except as provided in the preceding sentence, holders of shares of Series E
Preferred Stock shall not be entitled to any payment or distribution in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation. Such payment to the holders of the Series E
Preferred Stock of the Series E Liquidation Amount shall be made pro rata with
the payment to the holders of Series D Preferred Stock and Series G Preferred
Stock of the Series D Liquidation Amount and the Series G Liquidation Amount,
respectively, then due and payable. If the assets of the Corporation are not
sufficient to pay in full the foregoing Series E Liquidation Amount, the Series
D Liquidation Amount and the Series G Liquidation Amount to the holders of
outstanding shares of the Series E Preferred Stock, Series D Preferred Stock
and Series G Preferred Stock, respectively, then the holders of all shares of
Series E Preferred Stock, Series D Preferred Stock and Series G Preferred Stock
shall share ratably in such payment or distribution of assets in accordance
with the amount that would be payable on such payment or distribution if the
amounts to which the holders of outstanding shares of Series E Preferred Stock,
Series D Preferred Stock and Series G Preferred Stock are entitled were paid in
full.

(b) After the holders of all shares of
Series E Preferred Stock, Series D Preferred Stock and Series G Preferred Stock
shall have been paid in full the amounts to which they are entitled under
paragraph 4(a), the remaining net assets of the Corporation shall be
distributed to the holders of Capital Stock ranking junior to the Series E
Preferred Stock in accordance with this ARTICLE FOURTH. Written notice of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, stating a payment date, the Series E Liquidation Amount and
the place where such Series E Liquidation Amount shall be payable, shall be
delivered in person, mailed by certified or registered mail, return receipt
requested, mailed by overnight mail or sent by telecopier, not less than ten
(10) days prior to the payment date stated therein, to the holders of record of
the Series E Preferred Stock, such notice to be addressed to each such holder
at its address as shown by the records of the Corporation.

5. Redemption. The shares of Series E
Preferred Stock

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<PAGE> 30
shall not be redeemed or subject to redemption, whether at the option of the
Corporation or any holder thereof, or otherwise.

6. Voting Rights. The holders of Series E
Preferred Stock, except as otherwise required under Delaware law, shall not be
entitled or permitted to vote on any matter required or permitted to be voted
upon by the stockholders of the Corporation.

7. Conversion.

(a) Any holder of Series E Preferred
Stock shall have the right, at its option, at any time and from time to time,
to convert, subject to the terms and provisions of this paragraph 7, any or all
of such holder's shares of Series E Preferred Stock into such number of fully
paid and non-assessable shares of Class B Common Stock as is equal to the
product of the number of shares of Series E Preferred Stock being so converted
multiplied by the quotient of (i) the Series E Liquidation Preference divided
by (ii) the conversion price of $8.36651 per share, subject to adjustment as
provided in paragraph 7(d) (defined for purposes of this Section D of ARTICLE
FOURTH as the "Conversion Price"), then in effect. Such conversion right shall
be exercised by the surrender of the shares of Series E Preferred Stock to be
converted to the Corporation at any time during usual business hours at its
principal place of business to be maintained by it, accompanied by (x) written
notice that the holder elects to convert such shares of Series E Preferred
Stock and specifying the name or names (with address) in which a certificate or
certificates for shares of Class B Common Stock are to be issued, (y) if so
required by the Corporation, a written instrument or instruments of transfer in
form reasonably satisfactory to the Corporation duly executed by the holder or
its duly authorized legal representative and (z) transfer tax stamps or funds
therefor, if required pursuant to paragraph 7(j). All shares of Series E
Preferred Stock surrendered for conversion shall be delivered to the
Corporation for cancellation and canceled by it and no shares of Series E
Preferred Stock shall be issued in lieu thereof.

(b) As promptly as practicable after the
surrender, as herein provided, of any shares of Series E Preferred Stock for
conversion pursuant to paragraph 7(a), the Corporation shall deliver to or upon
the written order of the holder of such shares of Series E Preferred Stock so
surrendered a certificate or certificates representing the number of fully paid
and non-assessable shares of Class B Common Stock into which such shares of
Series E Preferred Stock may be or have been converted in accordance with the
provisions of this paragraph 7. Subject to the following provisions of this
paragraph and of paragraph 7(d), such conversion shall be deemed to have been
made immediately prior to the close of business on the date that such shares of
Series E Preferred Stock shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the shares of Class B
Common Stock deliverable upon conversion of such shares of Series E Preferred
Stock shall be treated for all purposes as having become the record holder or

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<PAGE> 31
holders of such shares of Class B Common Stock at such time, and such
conversion shall be at the Conversion Price in effect at such time; provided,
however, that no surrender shall be effective to constitute the Person or
Persons entitled to receive the shares of Class B Common Stock deliverable
upon such conversion as the record holder or holders of such shares of Class B
Common Stock while the share transfer books of the Corporation shall be closed
(but not for any period in excess of five days), but such surrender shall be
effective to constitute the Person or Persons entitled to receive such shares
of Class B Common Stock as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding day
on which such share transfer books are open, and such conversion shall be
deemed to have been made at, and shall be made at the Conversion Price in
effect at, such time on such next succeeding day.

(c) To the extent permitted by law, when
shares of Series E Preferred Stock are converted, all dividends declared and
unpaid on the shares of Series E Preferred Stock so converted to the date of
conversion shall be immediately due and payable and must accompany the shares
of Class B Common Stock issued upon such conversion.

(d) The Conversion Price shall be
subject to adjustment as follows:

(i) In the event that the
Corporation shall at any time or from time to time (w) pay a dividend or make a
distribution (other than a dividend or distribution paid or made to holders of
shares of Series E Preferred Stock in the manner provided in paragraph 3 or
paragraph 4) on the outstanding shares of Common Stock in Capital Stock, (x)
subdivide the outstanding shares of Common Stock into a larger number of
shares, (y) combine the outstanding shares of Common Stock into a smaller
number of shares or (z) issue any shares of its Capital Stock in a
reclassification of the Common Stock (other than a reclassification for which
adjustment is made under paragraph 7(g)), then, and in each such case, the
Conversion Price in effect immediately prior to such event shall be adjusted
(and any other appropriate actions shall be taken by the Corporation) so that
the holder of any share of Series E Preferred Stock thereafter surrendered for
conversion shall be entitled to receive the number of shares of Class B Common
Stock or other securities of the Corporation that such holder would have owned
or would have been entitled to receive upon or by reason of any of the events
described above, had such share of Series E Preferred Stock been converted
immediately prior to the occurrence of such event. An adjustment made pursuant
to this paragraph 7(d)(i) shall become effective retroactively (1) in the case
of any such dividend or distribution, to a date immediately following the close
of business on the record date for the determination of holders of Class B
Common Stock entitled to receive such dividend or distribution or (2) in the
case of any such subdivision, combination or reclassification, to the close of
business on the day upon which such corporate action becomes effective.

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<PAGE> 32

(ii) In case the Corporation
shall at any time or from time to time distribute to all holders of shares of
its Common Stock (including any such distribution made in connection with a
merger or consolidation in which the Corporation is the resulting or surviving
Person and the Common Stock is not changed or exchanged) cash, evidences of
indebtedness of the Corporation or another issuer, securities of the
Corporation or another issuer or other assets (excluding dividends or
distributions paid or made to holders of shares of Series E Preferred Stock in
the manner provided in paragraph 3, and dividends payable in shares of Common
Stock for which adjustment is made under paragraph 7(d)(i)) or rights or
warrants to subscribe for or purchase securities of the Corporation (excluding
those distributions in respect of which an adjustment in the Conversion Price
is made pursuant to paragraph 7(d)(i)), then, and in each such case, the
Conversion Price then in effect shall be adjusted (and any other appropriate
actions shall be taken by the Corporation) by multiplying the Conversion Price
in effect immediately prior to the date of such distribution by a fraction (x)
the numerator of which shall be the Current Market Price of one share of Class
B Common Stock on the record date referred to below less the then fair market
value (as determined by the Board of Directors) of the portion of the cash,
evidences of indebtedness, securities or other assets so distributed or of such
subscription rights or warrants applicable to one share of Class B Common Stock
and (y) the denominator of which shall be such Current Market Price of one
share of Class B Common Stock (but such denominator shall not be less than
one); provided, however, that no adjustment shall be made with respect to any
distribution of rights to purchase securities of the Corporation if the holder
of shares of Series E Preferred Stock would otherwise be entitled to receive
such rights upon conversion at any time of shares of Series E Preferred Stock
into Class B Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively to a date
immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

(iii) In case the Corporation, at
any time or from time to time, shall take any action affecting its Common Stock
similar to or having an effect similar to any of the actions described in any
of paragraph 7(d)(i) or paragraph 7(d)(ii), inclusive, or paragraph 7(g) (but
not including any action described in any such paragraph), the Board of
Directors shall determine in good faith whether it would be equitable in the
circumstances to adjust the Conversion Price as a result of such action and, in
each such case, if the Board of Directors determines to make such adjustment,
then the Conversion Price shall be adjusted in such manner and at such time as
the Board of Directors of the Corporation in good faith determines would be
equitable in the circumstances (such determination to be evidenced in a
resolution, a certified copy of which shall be mailed to the holders of the
shares of Series E Preferred Stock).

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<PAGE> 33
the Conversion Price then in effect. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment, which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease of at least 1% of such
Conversion Price. Any adjustment of the Conversion Price carried forward and
not theretofore made shall be made immediately prior to the conversion of any
shares of Series E Preferred Stock pursuant hereto.

(e) If the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or other distribution, and shall thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then thereafter no adjustment in the Conversion
Price then in effect shall be required by reason of the taking of such record.

(f) Upon any increase or decrease in the
Conversion Price, then, and in each such case, the Corporation shall within a
reasonable period (not to exceed 30 days) following any of the foregoing
transactions deliver to each registered holder of Series E Preferred Stock a
certificate, signed by the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the increased or decreased Conversion Price then in effect following
such adjustment.

(g) In case of any Transaction, each
holder of Series E Preferred Stock then outstanding shall have the right, and
the Corporation shall execute and deliver to each such holder of Series E
Preferred Stock at least ten (10) Business Days prior to effecting such
Transaction a certificate to the effect that such holder of Series E Preferred
Stock shall have the right thereafter, to convert such share of Series E
Preferred Stock into the kind and amount of shares of stock or other
securities, property or cash receivable upon such Transaction by a holder of
the number of shares of Class B Common Stock into which such share of Series E
Preferred Stock could have been converted immediately prior to such
Transaction, and provision shall be made therefor in any agreement relating to
such Transaction. Such certificate shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this paragraph 7. The provisions of this paragraph 7(g) and any equivalent
thereof in any such certificate similarly shall apply

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<PAGE> 34
to successive Transactions.

(h) In case at any time or from time to
time:

(w) the Corporation shall
declare a dividend (or any other distribution) on its shares of Common Stock;

(x) the Corporation shall
authorize the granting to the holders of its Common Stock of rights or
warrants to subscribe for or purchase any shares of stock of any class or of
any other rights or warrants;

(y) there shall be any
reorganization or reclassification of the Common Stock, or any merger or
consolidation to which the Corporation is a party and for which approval of any
stockholders of the Corporation is required, or any sale of all or
substantially all of the assets of the Corporation; or

(z) there shall occur the
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation;

then the Corporation shall mail to each holder of shares of Series E Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least ten (10) days
prior to the applicable date hereinafter specified, a notice stating (1) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (2) the date or the
expected date on which such reorganization, reclassification, merger,
consolidation, sale, liquidation, dissolution or winding up is expected to
become effective; provided that in the case of any event to which paragraph
7(g) applies, the Corporation shall give at least ten (10) Business Days' prior
written notice as aforesaid. Such notice also shall specify the date as of
which it is expected that holders of Class B Common Stock of record shall be
entitled to exchange their Class B Common Stock for shares of stock or other
securities or property or cash deliverable upon such reorganization,
reclassification, merger, consolidation, sale, liquidation, dissolution or
winding up.

(i) The Corporation shall at all times reserve and keep
available for issuance upon the conversion of the Series E Preferred Stock,
such number of its authorized but unissued shares of Class B Common Stock as
will from time to time be sufficient to permit the conversion of all
outstanding shares of Series E Preferred Stock, and shall take all action
required to increase the authorized number of shares of Class B Common Stock if
at any time there shall be insufficient authorized but unissued shares of Class
B Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series E Preferred Stock.

(j) The issuance or delivery of certificates for
Class B

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<PAGE> 35
Common Stock upon the conversion of shares of Series E Preferred Stock shall be
made without charge to the converting holder of shares of Series E Preferred
Stock for such certificates or for any tax in respect of the issuance or
delivery of such certificates or the securities represented thereby, and such
certificates shall be issued or delivered in the respective names of, or
(subject to compliance with the applicable provisions of federal and state
securities laws) in such names as may be directed by, the holders of the shares
of Series E Preferred Stock converted; provided, however, that the Corporation
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate in a
name other than that of the holder of the shares of Series E Preferred Stock
converted, and the Corporation shall not be required to issue or deliver such
certificate unless or until the Person or Persons requesting the issuance or
delivery thereof shall have paid to the Corporation the amount of such tax or
shall have established to the reasonable satisfaction of the Corporation that
such tax has been paid.

8. Certain Remedies. Any registered holder of Series E
Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Second Amended and Restated Certificate of
Incorporation and to enforce specifically the terms and provisions of this
Second Amended and Restated Certificate of Incorporation in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which such holder may be entitled at law or in equity.

9. Reissuance of Series E Preferred Stock. Shares of Series
E Preferred Stock that have been issued and reacquired in any manner, including
shares purchased or converted, shall (upon compliance with any applicable
provisions of the laws of Delaware) have the status of authorized and unissued
shares of Undesignated Preferred Stock and may be redesignated and reissued as
part of any series of preferred stock (other than Series E Preferred Stock) in
accordance with Section G of this ARTICLE FOURTH.

10. Business Day. If any payment shall be required by the
terms hereof to be made on a day that is not a Business Day, such payment shall
be made on the immediately succeeding Business Day.

E. Series F Convertible Preferred Stock.

1. Designation and Number of Shares. There shall be hereby
established a series of Preferred Stock designated as "Series F Convertible
Preferred Stock" (the "Series F Preferred Stock"). The authorized number of
shares of Series F Preferred Stock shall be 1,530,000.

2. Rank. The Series F Preferred Stock shall, with respect to
the payment of dividends and the distribution of assets upon the occurrence of
the voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the

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<PAGE> 36
Corporation rank (a) senior to (i) all shares of Common Stock and (ii) each
other class or series of Capital Stock of the Corporation hereafter created
which does not expressly rank pari passu with or senior to the Series F
Preferred Stock, (b) pari passu with each other class or series of Capital
Stock of the Corporation hereafter created which expressly ranks pari passu
with the Series F Preferred Stock, and (c) junior to all shares of Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, Series G Preferred Stock and each other class or series of
Capital Stock of the Corporation hereafter created which expressly ranks senior
to the Series F Preferred Stock (collectively for purposes of this Section E of
ARTICLE FOURTH, the "Senior Stock").

3. Dividends. Beginning on the date of issuance of the
Series F Preferred Stock, if the Board of Directors of the Corporation shall
declare a dividend or make any other distribution (including, without
limitation, in cash or other property or assets), to holders of shares of
Common Stock, then, subject to the prior payment in full of any dividends or
other distribution on the Senior Stock, the holders of each share of Series F
Preferred Stock shall be entitled to receive, out of funds legally available
therefor, a dividend or distribution in an amount equal to the amount of such
dividend or distribution which would be received by a holder of the number of
shares of Class A Common Stock for which such share of Series F Preferred
Stock is convertible on the record date for such dividend or distribution. Any
such dividend or distribution shall be paid to the holders of shares of Series
F Preferred Stock at the same time such dividend or distribution is made to
holders of Common Stock.

4. Series F Liquidation Preference.

(a) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of shares of Series F Preferred Stock then outstanding shall be
entitled to be paid for each share of Series F Preferred Stock held thereby,
out of the assets of the Corporation available for distribution to its
stockholders, after the payment or distribution of assets by the Corporation to
the holders of any shares of Senior Stock, an amount in cash (the "Series F
Liquidation Amount") equal to (i) $6.00 per share (the "Series F Liquidation
Preference") (subject to adjustment for any combinations, consolidations, stock
distributions or stock dividends with respect to such shares) plus (ii) all
declared and unpaid dividends thereon to the date fixed for such voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, before any payment shall be made or any assets distributed to the
holders of any shares of Capital Stock ranking junior to the Series F Preferred
Stock. Except as provided in the preceding sentence, holders of shares of
Series F Preferred Stock shall not be entitled to any payment or distribution
in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation. If the assets of the Corporation
are not sufficient to pay in full the foregoing Series F Liquidation Amounts to
the holders of outstanding shares of the Series F Preferred Stock, then the
holders of all shares of Series F Preferred Stock shall share ratably in such
payment or

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distribution of assets in accordance with the amount that would be payable on
such distribution if the amounts to which the holders of outstanding shares of
Series F Preferred Stock are entitled were paid in full.

(b) After the holders of all shares of Series F
Preferred Stock shall have been paid in full the amounts to which they are
entitled under paragraph 4(a), the remaining net assets of the Corporation
shall be distributed to the holders of Capital Stock ranking junior to the
Series F Preferred Stock in accordance with this ARTICLE FOURTH. Written notice
of any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, stating a payment date, the Series F Liquidation
Amount and the place where such Series F Liquidation Amount shall be payable,
shall be delivered in person, mailed by certified or registered mail, return
receipt requested, mailed by overnight mail or sent by telecopier, not less
than ten (10) days prior to the payment date stated therein, to the holders of
record of the Series F Preferred Stock, such notice to be addressed to each
such holder at its address as shown by the records of the Corporation.

5. Redemption. The shares of Series F Preferred Stock shall
not be redeemed or subject to redemption, whether at the option of the
Corporation or any holder thereof, or otherwise.

6. Voting Rights; Election of Director.

(a) The holders of Series F Preferred Stock,
except as otherwise required under Delaware law or as set forth in paragraphs
(b) and (c) below, shall not be entitled or permitted to vote on any matter
required or permitted to be voted upon by the stockholders of the Corporation.

(b) So long as the Series F Preferred Stock is
outstanding, each share of Series F Preferred Stock shall entitle the holder
thereof to vote, in person or by proxy, at a special or annual meeting of
stockholders or by written consent, on all matters entitled to be voted on by
holders of Class A Common Stock voting together as a single class with the
holders of Class A Common Stock and the holders of all other classes and series
entitled to vote thereon. With respect to any such vote, each share of Series F
Preferred Stock shall entitle the holder thereof to cast that number of votes
per share as is equal to the number of votes that such holder would be entitled
to cast had such holder converted its shares of Series F Preferred Stock into
shares of Class A Common Stock on the record date for determining the
stockholders of the Corporation eligible to vote on any such matters.

(c) If General Atlantic Partners 28, L.P., GAP
Coinvestment Partners, L.P. and/or any affiliate (as defined in Rule 12b-2
under the Exchange Act) thereof own in the aggregate (i) at least a majority
of the outstanding shares of Series F Preferred Stock and (ii) shares of Class
A Common Stock and/or Series F Preferred Stock or other securities of the
Corporation convertible into or

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<PAGE> 38
exercisable or exchangeable for shares of Common Stock of the Corporation that
represent (after giving effect to any adjustments) at least 5% of the total
number of shares of Common Stock outstanding on an as converted, as exercised
and as exchanged basis, then the holders of the Series F Preferred Stock,
voting as a separate series, shall be entitled to elect one director of the
Corporation. The Series F Preferred Stock shall vote together with all other
classes and series of voting stock of the Corporation as a single class with
respect to the election of all of the other directors of the Corporation;
provided, however, that if the conditions set forth in the first sentence of
this paragraph 6(c) necessary for the holders of the Series F Preferred Stock
to vote as a separate series for the election of one director are not
satisfied, the Series F Preferred Stock shall vote together with all other
classes and series of stock of the Corporation as a single class with respect
to the election of all of the directors of the Corporation. At any meeting (or
in a written consent in lieu thereof) held for the purpose of electing
directors at a time when the Series F Preferred Stock is entitled to vote for
the election of a director, (x) the presence in person or by proxy (or the
written consent) of the holders of a majority of the shares of Series F
Preferred Stock then outstanding shall constitute a quorum of the Series F
Preferred Stock for the election of the director to be solely by the holders of
the Series F Preferred Stock and (y) the affirmative vote of such majority of
the shares of Series F Preferred Stock present in person or represented by
proxy or, in the event of a written consent, a majority of the shares of
Series F Preferred Stock then outstanding, shall be required to elect such
director. A vacancy in the directorship elected by the holders of the Series F
Preferred Stock pursuant to this Section 6(c) shall be filled only by vote or
written consent of the holders of the Series F Preferred Stock.

7. Conversion.

(a) Any holder of Series F Preferred Stock shall
have the right, at its option, at any time and from time to time, to convert,
subject to the terms and provisions of this paragraph 7, any or all of such
holder's shares of Series F Preferred Stock into such number of fully paid and
non-assessable shares of Class A Common Stock as is equal to the product of the
number of shares of Series F Preferred Stock being so converted multiplied by
the quotient of (i) the Series F Liquidation Preference divided by (ii) the
conversion price of $4.00 per share, subject to adjustment as provided in
paragraph 7(d) (defined for purposes of this Section E of ARTICLE FOURTH as the
"Conversion Price"), then in effect. Such conversion right shall be exercised
by the surrender of the shares of Series F Preferred Stock to be converted to
the Corporation at any time during usual business hours at its principal place
of business to be maintained by it, accompanied by (x) written notice that the
holder elects to convert such shares of Series F Preferred Stock and specifying
the name or names (with address) in which a certificate or certificates for
shares of Class A Common Stock are to be issued, (y) if so required by the
Corporation, a written instrument or instruments of transfer in form reasonably
satisfactory to the Corporation duly executed by the holder or its duly
authorized legal representative and (z) transfer tax stamps or funds therefor,
if required pursuant to paragraph 7(j). All

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shares of Series F Preferred Stock surrendered for conversion shall be
delivered to the Corporation for cancellation and canceled by it and no shares
of Series F Preferred Stock shall be issued in lieu thereof.

(b) As promptly as practicable after the
surrender, as herein provided, of any shares of Series F Preferred Stock for
conversion pursuant to paragraph 7(a), the Corporation shall deliver to or upon
the written order of the holder of such shares of Series F Preferred Stock so
surrendered a certificate or certificates representing the number of fully paid
and non-assessable shares of Class A Common Stock into which such shares of
Series F Preferred Stock may be or have been converted in accordance with the
provisions of this paragraph 7. Subject to the following provisions of this
paragraph and of paragraph 7(d), such conversion shall be deemed to have been
made immediately prior to the close of business on the date that such shares of
Series F Preferred Stock shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the shares of Class A
Common Stock deliverable upon conversion of such shares of Series F Preferred
Stock shall be treated for all purposes as having become the record holder or
holders of such shares of Class A Common Stock at such time, and such
conversion shall be at the Conversion Price in effect at such time; provided,
however, that no surrender shall be effective to constitute the Person or
Persons entitled to receive the shares of Class A Common Stock deliverable upon
such conversion as the record holder or holders of such shares of Class A
Common Stock while the share transfer books of the Corporation shall be closed
(but not for any period in excess of five days), but such surrender shall be
effective to constitute the Person or Persons entitled to receive such shares
of Class A Common Stock as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding day
on which such share transfer books are open, and such conversion shall be
deemed to have been made at, and shall be made at the Conversion Price in
effect at, such time on such next succeeding day.

(c) To the extent permitted by law, when shares
of Series F Preferred Stock are converted, all dividends declared and unpaid on
the shares of Series F Preferred Stock so converted to the date of conversion
shall be immediately due and payable and must accompany the shares of Class A
Common Stock issued upon such conversion.

(d) The Conversion Price shall be subject to
adjustment as follows:

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<PAGE> 40
Stock into a smaller number of shares or (z) issue any shares of its Capital
Stock in a reclassification of the Common Stock (other than a reclassification
for which adjustment is made under paragraph 7(g)), then, and in each such
case, the Conversion Price in effect immediately prior to such event shall be
adjusted (and any other appropriate actions shall be taken by the Corporation)
so that the holder of any share of Series F Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Class A Common Stock or other securities of the Corporation that such holder
would have owned or would have been entitled to receive upon or by reason of
any of the events described above, had such share of Series F Preferred Stock
been converted immediately prior to the occurrence of such event. An
adjustment made pursuant to this paragraph 7(d)(i) shall become effective
retroactively (1) in the case of any such dividend or distribution, to a date
immediately following the close of business on the record date for the
determination of holders of Class A Common Stock entitled to receive such
dividend or distribution or (2) in the case of any such subdivision,
combination or reclassification, to the close of business on the day upon which
such corporate action becomes effective.

(ii) In case the Corporation shall
at any time or from time to time distribute to all holders of shares of its
Common Stock (including any such distribution made in connection with a merger
or consolidation in which the Corporation is the resulting or surviving Person
and the Common Stock is not changed or exchanged) cash, evidences of
indebtedness of the Corporation or another issuer, securities of the
Corporation or another issuer or other assets (excluding dividends or
distributions paid or made to holders of shares of Series F Preferred Stock in
the manner provided in paragraph 3, and dividends payable in shares of Common
Stock for which adjustment is made under paragraph 7(d)(i)) or rights or
warrants to subscribe for or purchase securities of the Corporation (excluding
those distributions in respect of which an adjustment in the Conversion Price
is made pursuant to paragraph 7(d)(i)), then, and in each such case, the
Conversion Price then in effect shall be adjusted (and any other appropriate
actions shall be taken by the Corporation) by multiplying the Conversion Price
in effect immediately prior to the date of such distribution by a fraction (x)
the numerator of which shall be the Current Market Price of one share of Class
A Common Stock on the record date referred to below less the then fair market
value (as determined by the Board of Directors) of the portion of the cash,
evidences of indebtedness, securities or other assets so distributed or of such
subscription rights or warrants applicable to one share of Class A Common Stock
and (y) the denominator of which shall be such Current Market Price of one
share of Class A Common Stock (but such denominator shall not be less than
one); provided, however, that no adjustment shall be made with respect to any
distribution of rights to purchase securities of the Corporation if the holder
of shares of Series F Preferred Stock would otherwise be entitled to receive
such rights upon conversion at any time of shares of Series F Preferred Stock
into Class A Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively to a date
immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

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<PAGE> 41
(iii) In case the Corporation, at
any time or from time to time, shall take any action affecting its Common Stock
similar to or having an effect similar to any of the actions described in any
of paragraph 7(d)(i) or paragraph 7(d)(ii), inclusive, or paragraph 7(g) (but
not including any action described in any such paragraph), the Board of
Directors shall determine in good faith whether it would be equitable in the
circumstances to adjust the Conversion Price as a result of such action and, in
each such case, if the Board of Directors determines to make such adjustment,
then the Conversion Price shall be adjusted in such manner and at such time as
the Board of Directors of the Corporation in good faith determines would be
equitable in the circumstances (such determination to be evidenced in a
resolution, a certified copy of which shall be mailed to the holders of the
shares of Series F Preferred Stock).

(v) Notwithstanding anything
herein to the contrary, no adjustment under this paragraph 7(d) shall be made
upon (x) the grant of options to employees, consultants or directors of the
Corporation pursuant to benefit plans approved by the Board of Directors or (y)
any issuance of Common Stock upon the conversion of the Series F Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series G
Preferred Stock or the Class B Common Stock or the exercise of the Warrants.

(e) If the Corporation shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive a
dividend or other distribution, and shall thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then thereafter no adjustment in the Conversion
Price then in effect shall be required by reason of the taking of such record.

(f) Upon any increase or decrease in the
Conversion Price, then, and in each such case, the Corporation shall within a
reasonable period (not to exceed 30 days) following any of the foregoing
transactions deliver to each registered holder of Series F Preferred Stock a
certificate, signed by the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, setting forth in reasonable detail the event

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<PAGE> 42
requiring the adjustment and the method by which such adjustment was calculated
and specifying the increased or decreased Conversion Price then in effect
following such adjustment.

(g) In case of any Transaction, each holder of
Series F Preferred Stock then outstanding shall have the right, and the
Corporation shall execute and deliver to each such holder of Series F Preferred
Stock at least ten (10) Business Days prior to effecting such Transaction a
certificate to the effect that such holder of Series F Preferred Stock shall
have the right thereafter, to convert such share of Series F Preferred Stock
into the kind and amount of shares of stock or other securities, property or
cash receivable upon such Transaction by a holder of the number of shares of
Class A Common Stock into which such share of Series F Preferred Stock could
have been converted immediately prior to such Transaction, and provision shall
be made therefor in any agreement relating to such Transaction. Such
certificate shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this paragraph 7. The
provisions of this paragraph 7(g) and any equivalent thereof in any such
certificate similarly shall apply to successive Transactions.

(h) In case at any time or from time to time:

(w) the Corporation shall declare a
dividend (or any other distribution) on its shares of Common Stock;

(y) there shall be any reorganization
or reclassification of the Common Stock, or any merger or consolidation to
which the Corporation is a party and for which approval of any stockholders of
the Corporation is required, or any sale of all or substantially all of the
assets of the Corporation; or

(z) there shall occur the voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation;

then the Corporation shall mail to each holder of shares of Series F Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least ten (10) days
prior to the applicable date hereinafter specified, a notice stating (1) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (2) the date or the
expected date on which such reorganization, reclassification, merger,
consolidation, sale, liquidation, dissolution or winding up is expected to
become effective; provided

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<PAGE> 43
that in the case of any event to which paragraph 7(g) applies, the Corporation
shall give at least ten (10) Business Days' prior written notice as aforesaid.
Such notice also shall specify the date as of which it is expected that
holders of Class A Common Stock of record shall be entitled to exchange their
Class A Common Stock for shares of stock or other securities or property or
cash deliverable upon such reorganization, reclassification, merger,
consolidation, sale, liquidation, dissolution or winding up.

(i) The Corporation shall at all times reserve
and keep available for issuance upon the conversion of the Series F Preferred
Stock, such number of its authorized but unissued shares of Class A Common
Stock as will from time to time be sufficient to permit the conversion of all
outstanding shares of Series F Preferred Stock, and shall take all action
required to increase the authorized number of shares of Class A Common Stock if
at any time there shall be insufficient authorized but unissued shares of Class
A Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series F Preferred Stock.

(j) The issuance or delivery of certificates
for Class A Common Stock upon the conversion of shares of Series F Preferred
Stock shall be made without charge to the converting holder of shares of Series
F Preferred Stock for such certificates or for any tax in respect of the
issuance or delivery of such certificates or the securities represented
thereby, and such certificates shall be issued or delivered in the respective
names of, or (subject to compliance with the applicable provisions of federal
and state securities laws) in such names as may be directed by, the holders of
the shares of Series F Preferred Stock converted; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares of Series F
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver such certificate unless or until the Person or Persons requesting
the issuance or delivery thereof shall have paid to the Corporation the amount
of such tax or shall have established to the reasonable satisfaction of the
Corporation that such tax has been paid.

8. Certain Remedies. Any registered holder of Series
F Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Second Amended and Restated Certificate of
Incorporation and to enforce specifically the terms and provisions of this
Second Amended and Restated Certificate of Incorporation in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which such holder may be entitled at law or in equity.

9. Reissuance of Series F Preferred Stock. Shares of
Series F Preferred Stock that have been issued and reacquired in any manner,
including shares purchased or converted, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized
and unissued shares of Undesignated Preferred Stock and may be redesignated
and reissued as part of any

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series of preferred stock (other than Series F Preferred Stock) in accordance
with Section G of this ARTICLE FOURTH.

10. Business Day. If any payment shall be required by
the terms hereof to be made on a day that is not a Business Day, such payment
shall be made on the immediately succeeding Business Day.

F. Series G Convertible Preferred Stock.

1. Designation and Number of Shares. There shall be
hereby established a series of Preferred Stock designated as "Series G
Convertible Preferred Stock" (the "Series G Preferred Stock"). The authorized
number of shares of Series G Preferred Stock shall be 900,000.

2. Rank. The Series G Preferred Stock shall, with
respect to the payment of dividends and the distribution of assets upon the
occurrence of the voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation, rank (a) senior to (i) all shares of
Common Stock, (ii) all shares of Series F Preferred Stock and (iii) each other
class or series of Capital Stock of the Corporation hereafter created which
does not expressly rank pari passu with or senior to the Series G Preferred
Stock, (b) pari passu with all shares of Series D Preferred Stock, Series E
Preferred Stock and each other class or series of Capital Stock of the
Corporation hereafter created which expressly ranks pari passu with the Series
G Preferred Stock and (c) junior to all shares of Series B Preferred Stock and
Series C Preferred Stock and each other class or series of Capital Stock of the
Corporation hereafter created which expressly ranks senior to the Series G
Preferred Stock.

3. Dividends. Beginning on the date of issuance of
the Series G Preferred Stock, if the Board of Directors of the Corporation
shall declare a dividend or make any other distribution (including, without
limitation, in cash or other property or assets), to holders of shares of
Common Stock, then, subject to the prior payment in full of any dividends or
other distributions on the Series B Preferred Stock and the Series C Preferred
Stock, the holders of each share of Series G Preferred Stock shall be entitled
to receive, out of funds legally available therefor, a dividend or distribution
in an amount equal to the amount of such dividend or distribution which would
be received by a holder of the number of shares of Class A Common Stock for
which such share of Series G Preferred Stock is convertible on the record date
for such dividend or distribution. Any such dividend or distribution shall be
paid to the holders of shares of Series G Preferred Stock ratably with the
holders of Series D Preferred Stock and Series E Preferred Stock at the same
time such dividend or distribution is made to holders of Common Stock.

4. Series G Liquidation Preference.

(a) In the event of any voluntary or involuntary

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liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of shares of Series G Preferred Stock then outstanding shall be
entitled to be paid for each share of Series G Preferred Stock held thereby,
out of the assets of the Corporation available for distribution to its
stockholders, after the payment or distribution of assets by the Corporation to
the holders of any shares of Series B Preferred Stock and Series C Preferred
Stock, an amount in cash (the "Series G Liquidation Amount") equal to (i)
$10.00 per share (the "Series G Liquidation Preference") (subject to adjustment
for any combinations, consolidations, stock distributions or stock dividends
with respect to such shares) plus (ii) all declared and unpaid dividends
thereon to the date fixed for such voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, before any payment
shall be made or any assets distributed to the holders of any shares of Capital
Stock ranking junior to the Series G Preferred Stock. Except as provided in
the preceding sentence, holders of shares of Series G Preferred Stock shall not
be entitled to any payment or distribution in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation. Such payment to the holders of the Series G Preferred Stock of
the Series G Liquidation Amount shall be made pro rata with the payment to the
holders of the Series D Preferred Stock and the Series E Preferred Stock of the
Series D Liquidation Amount and the Series E Liquidation Amount, respectively,
then due and payable. If the assets of the Corporation are not sufficient to
pay in full the foregoing Series G Liquidation Amount, the Series D Liquidation
Amount and the Series E Liquidation Amount to the holders of outstanding shares
of the Series G Preferred Stock, Series D Preferred Stock and Stock and Series
E Preferred Stock, respectively, then the holders of all shares of Series G
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall
share ratably in such payment or distribution of assets in accordance with the
amount that would be payable on such distribution if the amounts to which the
holders of outstanding shares of Series G Preferred Stock, Series D Preferred
and the Series E Preferred Stock are entitled were paid in full.

(b) After the holders of all shares of Series
G Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall
have been paid in full the amounts to which they are entitled under paragraph
4(a), the remaining net assets of the Corporation shall be distributed to the
holders of Capital Stock ranking junior to the Series G Preferred Stock in
accordance with this ARTICLE FOURTH. Written notice of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, stating a payment date, the Series G Liquidation Amount and the
place where such Series G Liquidation Amount shall be payable, shall be
delivered in person, mailed by certified or registered mail, return receipt
requested, mailed by overnight mail or sent by telecopier, not less than ten
(10) days prior to the payment date stated therein, to the holders of record of
the Series G Preferred Stock, such notice to be addressed to each such holder
at its address as shown by the records of the Corporation.

5. Redemption. The shares of Series G Preferred Stock

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shall not be redeemed or subject to redemption, whether at the option of the
Corporation or any holder thereof, or otherwise.

6. Voting Rights; Election of Director.

(a) The holders of Series G Preferred
Stock, except as otherwise required under Delaware law or as set forth in
paragraphs (b) and (c) below, shall not be entitled or permitted to vote on any
matter required or permitted to be voted upon by the stockholders of the
Corporation.

(b) So long as the Series G Preferred
Stock is outstanding, each share of Series G Preferred Stock shall entitle the
holder thereof to vote, in person or by proxy, at a special or annual meeting
of stockholders or by written consent, on all matters entitled to be voted on
by holders of Class A Common Stock voting together as a single class with the
holders of Class A Common Stock and the holders of all other classes and series
entitled to vote thereon. With respect to any such vote, each share of Series G
Preferred Stock shall entitle the holder thereof to cast that number of votes
per share as is equal to the number of votes that such holder would be entitled
to cast had such holder converted its shares of Series G Preferred Stock into
shares of Class A Common Stock on the record date for determining the
stockholders of the Corporation eligible to vote on any such matters.

(c) If General Atlantic Partners 38, L.P., GAP
Coinvestment Partners, L.P. and/or any affiliate (as defined in Rule 12b-2
under the Exchange Act) thereof own in the aggregate (i) at least a majority of
the outstanding shares of Series G Preferred Stock and Series D Preferred
Stock, taken together on an as converted basis, and (ii) shares of Class A
Common Stock, Series G Preferred Stock and/or Series D Preferred Stock, or
other securities of the Corporation convertible into or exercisable or
exchangeable for shares of Common Stock of the Corporation that represent
(after giving effect to any adjustments) at least 15% of the total number of
shares of Common Stock outstanding on an as converted, as exercised and as
exchanged basis, then the holders of the Series G Preferred Stock and Series D
Preferred Stock, voting together as a separate series, shall be entitled to
elect one director of the Corporation. The Series G Preferred Stock shall vote
together with all other classes and series of voting stock of the Corporation
as a single class with respect to the election of all of the other directors
of the Corporation; provided, however, that if the conditions set forth in the
first sentence of this paragraph 6(c) necessary for the holders of the Series G
Preferred Stock to and Series D Preferred Stock vote as a separate series for
the election of one director are not satisfied, the Series G Preferred Stock
shall vote together with all other classes and series of stock of the
Corporation as a single class with respect to the election of all of the
directors of the Corporation. At any meeting (or in a written consent in lieu
thereof) held for the purpose of electing directors at a time when the Series G
Preferred Stock and Series D Preferred Stock, voting together as a separate
series, are entitled to vote for the election of a director, (x) the presence
in person or by proxy (or the written

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consent) of the holders of a majority of the shares of Series G Preferred Stock
and Series D Preferred Stock then outstanding, taken together on an as
converted basis, shall constitute a quorum of the Series G Preferred Stock and
Series D Preferred Stock for the election of the director to be elected solely
by the holders of the Series G Preferred Stock and Series D Preferred Stock and
(y) the affirmative vote of such majority of the shares of Series G Preferred
Stock and Series D Preferred Stock present in person or represented by proxy
or, in the event of a written consent, a majority of the shares of Series G
Preferred Stock and Series D Preferred Stock then outstanding shall be required
to elect such director. A vacancy in the directorship elected by the holders
of the Series G Preferred Stock and Series D Preferred Stock voting together as
a separate series pursuant to this paragraph 6(c) shall be filled only by vote
or written consent of the holders of the Series G Preferred Stock and Series D
Preferred Stock.

7. Conversion.

(a) Any holder of Series G Preferred Stock shall have
the right, at its option, at any time and from time to time, to convert,
subject to the terms and provisions of this paragraph 7, any or all of such
holder's shares of Series G Preferred Stock into such number of fully paid and
non-assessable shares of Class A Common Stock as is equal to the product of the
number of shares of Series G Preferred Stock being so converted multiplied by
the quotient of (i) the Series G Liquidation Preference divided by (ii) the
conversion price of $10.00 per share, subject to adjustment as provided in
paragraph 7(d) (defined for purposes of this Section F of ARTICLE FOURTH as the
"Conversion Price"), then in effect. Such conversion right shall be exercised
by the surrender of the shares of Series G Preferred Stock to be converted to
the Corporation at any time during usual business hours at its principal place
of business to be maintained by it, accompanied by (x) written notice that the
holder elects to convert such shares of Series G Preferred Stock and specifying
the name or names (with address) in which a certificate or certificates for
shares of Class A Common Stock are to be issued, (y) if so required by the
Corporation, a written instrument or instruments of transfer in form reasonably
satisfactory to the Corporation duly executed by the holder or its duly
authorized legal representative and (z) transfer tax stamps or funds therefor,
if required pursuant to paragraph 7(j). All shares of Series G Preferred Stock
surrendered for conversion shall be delivered to the Corporation for
cancellation and canceled by it and no shares of Series G Preferred Stock shall
be issued in lieu thereof.

(b) As promptly as practicable after the surrender, as
herein provided, of any shares of Series G Preferred Stock for conversion
pursuant to paragraph 7(a), the Corporation shall deliver to or upon the
written order of the holder of such shares of Series G Preferred Stock so
surrendered a certificate or certificates representing the number of fully paid
and non-assessable shares of Class A Common Stock into which such shares of
Series G Preferred Stock may be or have been converted in accordance with the
provisions of this paragraph 7. Subject to the

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following provisions of this paragraph and of paragraph 7(d), such conversion
shall be deemed to have been made immediately prior to the close of business on
the date that such shares of Series G Preferred Stock shall have been
surrendered in satisfactory form for conversion, and the Person or Persons
entitled to receive the shares of Class A Common Stock deliverable upon
conversion of such shares of Series G Preferred Stock shall be treated for all
purposes as having become the record holder or holders of such shares of Class
A Common Stock at such time, and such conversion shall be at the Conversion
Price in effect at such time; provided, however, that no surrender shall be
effective to constitute the Person or Persons entitled to receive the shares of
Class A Common Stock deliverable upon such conversion as the record holder or
holders of such shares of Class A Common Stock while the share transfer books
of the Corporation shall be closed (but not for any period in excess of five
days), but such surrender shall be effective to constitute the Person or
Persons entitled to receive such shares of Class A Common Stock as the record
holder or holders thereof for all purposes immediately prior to the close of
business on the next succeeding day on which such share transfer books are
open, and such conversion shall be deemed to have been made at, and shall be
made at the Conversion Price in effect at, such time on such next succeeding
day.

(c) To the extent permitted by law, when shares of
Series G Preferred Stock are converted, all dividends declared and unpaid on
the shares of Series G Preferred Stock so converted to the date of conversion
shall be immediately due and payable and must accompany the shares of Class A
Common Stock issued upon such conversion.

(d) The Conversion Price shall be subject to
adjustment as follows:

(i) In the event that the Corporation shall
at any time or from time to time (w) pay a dividend or make a distribution
(other than a dividend or distribution paid or made to holders of shares of
Series G Preferred Stock in the manner provided in paragraph 3 or paragraph 4)
on the outstanding shares of Common Stock in Capital Stock, (x) subdivide the
outstanding shares of Common Stock into a larger number of shares, (y) combine
the outstanding shares of Common Stock into a smaller number of shares or (z)
issue any shares of its Capital Stock in a reclassification of the Common Stock
(other than a reclassification for which adjustment is made under paragraph
7(g)), then, and in each such case, the Conversion Price in effect immediately
prior to such event shall be adjusted (and any other appropriate actions shall
be taken by the Corporation) so that the holder of any share of Series G
Preferred Stock thereafter surrendered for conversion shall be entitled to
receive the number of shares of Class A Common Stock or other securities of the
Corporation that such holder would have owned or would have been entitled to
receive upon or by reason of any of the events described above, had such share
of Series G Preferred Stock been converted immediately prior to the occurrence
of such event. An adjustment made pursuant to this paragraph 7(d)(i) shall
become effective retroactively (1)

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in the case of any such dividend or distribution, to a date immediately
following the close of business on the record date for the determination of
holders of Class A Common Stock entitled to receive such dividend or
distribution or (2) in the case of any such subdivision, combination or
reclassification, to the close of business on the day upon which such corporate
action becomes effective.

(ii) In case the Corporation shall
at any time or from time to time distribute to all holders of shares of its
Common Stock (including any such distribution made in connection with a merger
or consolidation in which the Corporation is the resulting or surviving Person
and the Common Stock is not changed or exchanged) cash, evidences of
indebtedness of the Corporation or another issuer, securities of the
Corporation or another issuer or other assets (excluding dividends or
distributions paid or made to holders of shares of Series G Preferred Stock in
the manner provided in paragraph 3, and dividends payable in shares of Common
Stock for which adjustment is made under paragraph 7(d)(i)) or rights or
warrants to subscribe for or purchase securities of the Corporation (excluding
those distributions in respect of which an adjustment in the Conversion Price
is made pursuant to paragraph 7(d)(i)), then, and in each such case, the
Conversion Price then in effect shall be adjusted (and any other appropriate
actions shall be taken by the Corporation) by multiplying the Conversion Price
in effect immediately prior to the date of such distribution by a fraction (x)
the numerator of which shall be the Current Market Price of one share of Class
A Common Stock on the record date referred to below less the then fair market
value (as determined by the Board of Directors) of the portion of the cash,
evidences of indebtedness, securities or other assets so distributed or of such
subscription rights or warrants applicable to one share of Class A Common
Stock and (y) the denominator of which shall be such Current Market Price of
one share of Class A Common Stock (but such denominator shall not be less than
one); provided, however, that no adjustment shall be made with respect to any
distribution of rights to purchase securities of the Corporation if the holder
of shares of Series G Preferred Stock would otherwise be entitled to receive
such rights upon conversion at any time of shares of Series G Preferred Stock
into Class A Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively to a date
immediately following the close of business on the record date for the
determination of stockholders entitled to receive such distribution.

(iii) In case the Corporation, at any
time or from time to time, shall take any action affecting its Common Stock
similar to or having an effect similar to any of the actions described in any
of paragraph 7(d)(i) or paragraph 7(d)(ii), inclusive, or paragraph 7(g) (but
not including any action described in any such paragraph), the Board of
Directors shall determine in good faith whether it would be equitable in the
circumstances to adjust the Conversion Price as a result of such action and, in
each such case, if the Board of Directors determines to make such adjustment,
then the Conversion Price shall be adjusted in such manner and at such time as
the Board of Directors of the Corporation in good faith determines would be
equitable in the circumstances (such determination to be evidenced in a
resolution, a

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certified copy of which shall be mailed to the holders of the shares of Series
G Preferred Stock).

(iv) Notwithstanding anything herein
to the contrary, no adjustment under this paragraph 7(d) need be made to the
Conversion Price unless such adjustment would require an increase or decrease
of at least 1% of the Conversion Price then in effect. Any lesser adjustment
shall be carried forward and shall be made at the time of and together with the
next subsequent adjustment, which, together with any adjustment or adjustments
so carried forward, shall amount to an increase or decrease of at least 1% of
such Conversion Price. Any adjustment to the Conversion Price carried forward
and not theretofore made shall be made immediately prior to the conversion of
any shares of Series G Preferred Stock pursuant hereto.

(v) Notwithstanding anything herein
to the contrary, no adjustment under this paragraph 7(d) shall be made upon (x)
the grant of options to employees, consultants or directors of the Corporation
pursuant to benefit plans approved by the Board of Directors or (y) any
issuance of Common Stock upon the conversion of the Series D Preferred Stock,
the Series E Preferred Stock, the Series F Preferred Stock, the Series G
Preferred Stock or the Class B Common Stock or the exercise of the Warrants.

(f) Upon any increase or decrease in the
Conversion Price, then, and in each such case, the Corporation shall within a
reasonable period (not to exceed 30 days) following any of the foregoing
transactions deliver to each registered holder of Series G Preferred Stock a
certificate, signed by the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the increased or decreased Conversion Price then in effect following
such adjustment.

(g) In case of (i) any capital reorganization
or reclassification or other change of outstanding shares of Common Stock
(other than a change in par value, or from par value to no par value, or from
no par value to par value), (ii) any merger or consolidation of the Corporation
with or into another Person (other than a merger or consolidation in which the
Corporation is the resulting or surviving Person and which does not result in
any reclassification or change of outstanding Common Stock) or (iii) any sale
of all or substantially all of the assets of

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the Corporation to another Person (any of the foregoing (i), (ii) or (iii), a
"Transaction"), each holder of Series G Preferred Stock then outstanding shall
have the right, and the Corporation shall execute and deliver to each such
holder of Series G Preferred Stock at least ten (10) Business Days prior to
effecting such Transaction a certificate to the effect that such holder of
Series G Preferred Stock shall have the right thereafter, to convert such share
of Series G Preferred Stock into the kind and amount of shares of stock or
other securities, property or cash receivable upon such Transaction by a holder
of the number of shares of Class A Common Stock into which such share of Series
G Preferred Stock could have been converted immediately prior to such
Transaction, and provision shall be made therefor in any agreement relating to
such Transaction. Such certificate shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this paragraph 7. The provisions of this paragraph 7(g) and any equivalent
thereof in any such certificate similarly shall apply to successive
Transactions.

(h) In case at any time or from time to time:

(w) the Corporation shall declare a
dividend (or any other distribution) on its shares of Common Stock;

(z) there shall occur the voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation;

then the Corporation shall mail to each holder of shares of Series G Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least ten (10) days
prior to the applicable date hereinafter specified, a notice stating (1) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined, or (2) the date or the
expected date on which such reorganization, reclassification, merger,
consolidation, sale, liquidation, dissolution or winding up is expected to
become effective; provided that in the case of any event to which paragraph
7(g) applies, the Corporation shall give at least ten (10) Business Days' prior
written notice as aforesaid. Such notice also shall specify the date as of
which it is expected that holders of Class A Common

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Stock of record shall be entitled to exchange their Class A Common Stock for
shares of stock or other securities or property or cash deliverable upon such
reorganization, reclassification, merger, consolidation, sale, liquidation,
dissolution or winding up.

(i) The Corporation shall at all times
reserve and keep available for issuance upon the conversion of the Series G
Preferred Stock, such number of its authorized but unissued shares of Class A
Common Stock as will from time to time be sufficient to permit the conversion
of all outstanding shares of Series G Preferred Stock, and shall take all
action required to increase the authorized number of shares of Class A Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Class A Common Stock to permit such reservation or to permit the conversion
of all outstanding shares of Series G Preferred Stock.

(j) The issuance or delivery of
certificates for Class A Common Stock upon the conversion of shares of Series
G Preferred Stock shall be made without charge to the converting holder of
shares of Series G Preferred Stock for such certificates or for any tax in
respect of the issuance or delivery of such certificates or the securities
represented thereby, and such certificates shall be issued or delivered in the
respective names of, or (subject to compliance with the applicable provisions
of federal and state securities laws) in such names as may be directed by, the
holders of the shares of Series G Preferred Stock converted; provided, however,
that the Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares of Series G
Preferred Stock converted, and the Corporation shall not be required to issue
or deliver such certificate unless or until the Person or Persons requesting
the issuance or delivery thereof shall have paid to the Corporation the amount
of such tax or shall have established to the reasonable satisfaction of the
Corporation that such tax has been paid.

8. Certain Remedies. Any registered holder of Series
G Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Second Amended and Restated Certificate of
Incorporation and to enforce specifically the terms and provisions of this
Second Amended and Restated Certificate of Incorporation in any court of the
United States or any state thereof having jurisdiction, this being in addition
to any other remedy to which such holder may be entitled at law or in equity.

9. Reissuance of Series G Preferred Stock. Shares of
Series G Preferred Stock that have been issued and reacquired in any manner,
including shares purchased or converted, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized
and unissued shares of Undesignated Preferred Stock and may be redesignated and
reissued as part of any series of preferred stock (other than Series G
Preferred Stock) in accordance with Section G of this ARTICLE FOURTH.

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10. Business Day. If any payment shall be required by
the terms hereof to be made on a day that is not a Business Day, such payment
shall be made on the immediately succeeding Business Day.

G. Undesignated Preferred Stock. The Board of Directors is
hereby authorized to issue, subject to the Delaware Code and this Second
Amended and Restated Certificate of Incorporation, shares of Undesignated
Preferred Stock from time to time in one or more series of any number of
shares, with distinctive serial designations, and for such consideration or
considerations as shall hereafter be stated in the resolution or resolutions
providing for the issue of such shares of Undesignated Preferred Stock from
time to time adopted by the Board of Directors. Each series of shares of
Undesignated Preferred Stock may (a) have such voting powers, full or limited,
or may be without voting powers; (b) be subject to redemption at such time or
times and at such prices; (c) be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of Capital Stock of the
Corporation; (d) have such rights upon the liquidation, dissolution or winding
up of, or upon any distribution of the assets of, the Corporation; (e) be
convertible into or exchangeable for shares of any other class or classes or of
any other series of the same or any other class or classes of shares of the
Corporation at such price or prices or at such rates of exchange and with such
adjustments; (f) be entitled to the benefit of a sinking fund to be applied to
the purchase or redemption of shares of such series in such amount or amounts;
and (g) have such other relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof as shall be stated
in such resolution or resolutions of the Board of Directors providing for the
issue of such shares of Undesignated Preferred Stock. Any of the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of any such series of Undesignated Preferred Stock may be made
dependent upon facts ascertainable outside of the resolution or resolutions
providing for the issue of such Undesignated Preferred Stock adopted by the
Board of Directors pursuant to the authority vested in it pursuant to this
Section G of ARTICLE FOURTH, provided that the manner in which such facts shall
operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such series of Undesignated
Preferred Stock is clearly and expressly set forth in the resolution or
resolutions providing for the issue of such Undesignated Preferred Stock. The
term "facts" as used in the next preceding sentence shall have the meaning
given to it in Section 151(a) of the Delaware Code.

H. Common Stock

1. Designation and Number of Shares. There shall be
hereby established a class of Common Stock designated as "Common Stock" (the
"Class A Common Stock") and a class of Common Stock designated as "Non-Voting
Common Stock" (the "Class B Common Stock"). The authorized number of shares of
Class A Common Stock shall be 50,000,000 and the authorized number of shares of

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Class B Common Stock shall be 3,000,000.

2. Rank. With respect to payment of dividends and the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, (a) the Class A
Common Stock and the Class B Common Stock shall rank junior to all shares of
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock
and each other class or series of Capital Stock of the Corporation hereafter
created which expressly ranks senior to the Class A Common Stock and the Class
B Common Stock, and (b) the Class A Common Stock and the Class B Common Stock
shall rank pari passu with each other.

3. Dividends. After all shares of Series B Preferred
Stock and Series C Preferred Stock are redeemed in full in accordance with this
Second Amended and Restated Certificate of Incorporation and all accumulated
and unpaid dividends upon all classes or series of stock having preferential
dividend rights for all previous dividend periods shall have been paid, and
after or concurrently with the setting aside of any and all amounts then or
theretofore required to be set aside for any sinking fund obligation or
obligation of a similar nature in respect of any class or series of preferred
stock or any other class or series of stock having preferential dividend
rights, then and not otherwise, dividends may be declared upon and paid to the
holders of the Common Stock. Any dividends declared upon and paid to the
holders of the Common Stock shall be declared and paid pro rata on a
share-by-share basis among all of the shares of Class A Common Stock and Class
B Common Stock then outstanding.

4. Voting Rights. Except as expressly provided by
law, or unless provided otherwise in this Second Amended and Restated
Certificate of Incorporation, (a) all voting rights shall be vested in the
holders of the Class A Common Stock and (b) the holders of the Class B Common
Stock shall not be entitled or permitted to vote on any matter required or
permitted to be voted upon by the stockholders of the Corporation. At each
meeting of stockholders of the Corporation, each holder of Class A Common Stock
shall be entitled to one vote for each such share on each matter to come before
the meeting, except as otherwise provided in this Second Amended and Restated
Certificate of Incorporation or by law.

5. Conversion.

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Company Act of 1956, as amended (12 U.S.C. Section 1841, et seq.) and the
regulations promulgated thereunder (collectively and including any successor
provisions, the "BHCA Act"), such conversion may be made only if (i) the BHCA
Act would not prohibit such holder from holding such shares of Class A Common
Stock and (ii) such shares of Class A Common Stock to be received upon such
conversion will be distributed or sold (v) in connection with any public equity
offering registered under the Securities Act, (w) in a "broker's transaction"
(as defined in Rule 144(g) under the Securities Act) pursuant to Rule 144 under
the Securities Act or any similar rule then in effect, (x) to a Person or group
(within the meaning of the Exchange Act) of Persons if, after such distribution
or sale, such Person or group of Persons would not, in the aggregate, own,
control or have the right to acquire more than 2% of the outstanding securities
of the Corporation entitled to vote on the election of directors of the
Corporation, (y) to a Person or group (within the meaning of the Exchange Act)
of Persons if, prior to or concurrently with such sale, such Persons or group
of Persons had control of the Corporation or (z) in any other manner permitted
under the BHCA Act; and provided further, that if the holder converts any
shares of the Class B Common Stock as provided in clauses (i) and (ii) above
and any distribution or sale of the Class A Common Stock fails to occur for any
reason, such holder may convert the Class A Common Stock into the Class B
Common Stock converted in anticipation of such distribution or sale.

(b) Such conversion right shall be exercised
by the surrender to the Corporation of the shares of the applicable Common
Stock to be converted in the manner provided above at any time during usual
business hours at its principal place of business, accompanied by written
notice that the holder elects to convert such shares of Common Stock and
specifying the name or names (with address) in which a certificate or
certificates for shares of such Common Stock are to be issued and (if so
required by the Corporation) by a written instrument or instruments of transfer
in form reasonably satisfactory to the Corporation duly executed by the holder
or its duly authorized legal representative and transfer tax stamps or funds
therefor, if required pursuant to paragraph 5(d). Such written notice shall
also include the representation and warranty of the converting holder to the
Corporation, on which the Corporation shall be entitled to conclusively rely,
to the effect either (i) that such holder is not subject to the BHCA Act with
respect to such conversion or (ii) that such conversion will be made in
accordance with clauses (i) and (ii) of the preceding paragraph 5(a). As
promptly as practicable after the surrender, as herein provided, of any shares
of Common Stock for conversion pursuant to paragraph 5(a), the Corporation
shall deliver to or upon the written order of the holder of such shares of
Common Stock so surrendered a certificate or certificates representing the
number of fully paid and non-assessable shares of the Common Stock into which
such shares of Common Stock may be or have been converted in accordance with
the provisions of this paragraph 5. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date that such
shares of Common Stock shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the shares of Common
Stock deliverable upon conversion of such shares of

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Common Stock shall be treated for all purposes as having become the record
holder or holders of such shares of Common Stock at such appropriate time.

(c) So long as shares of each of the
Class A Common Stock and the Class B Common Stock are outstanding or authorized
or reserved for issuance, the Corporation shall not effect any stock split,
stock dividend, reclassification, reorganization, recapitalization or
consolidation of the Class A Common Stock or the Class B Common Stock, unless
the Corporation shall also contemporaneously effect a stock split, stock
dividend, reclassification, reorganization or consolidation on the same terms
with respect to the other class of Common Stock. The Corporation will not, by
amendment of this Second Amended and Restated Certificate of Incorporation or
through any reorganization, transfer of assets, consolidation, merger, share
exchange, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Corporation, including,
without limitation, the adjustments required under this paragraph 5, and will
at all times in good faith assist in the carrying out of all the provisions of
this paragraph 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of Common
Stock against dilution or other impairment.

(d) The Corporation shall pay any and all
issue and other taxes that may be payable in respect of any issue or delivery
of shares of Common Stock on conversion of shares of the Class A Common Stock
or the Class B Common Stock pursuant hereto; provided, however, that the
Corporation shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such conversion.

(e) The Corporation shall at all times reserve
and keep available out of its authorized but unissued shares of Class A Common
Stock and Class B Common Stock, free of preemptive rights, solely for the
purpose of effecting the conversion of the shares of Common Stock, such number
of its shares of Class A Common Stock and Class B Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares
of each class into the other class; and if at any time the number of authorized
but unissued shares of each class shall not be sufficient to effect the
conversion of all then outstanding shares of the other class, the Corporation
will take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Class A Common
Stock or Class B Common Stock, as the case may be, to such number of shares as
shall be sufficient for such purpose, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to this Second Amended and Restated Certificate of Incorporation.

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Stock of the Corporation in a share exchange, or the sale of all or
substantially all of the assets of the Corporation, each share of Class B
Common Stock shall thereafter be convertible into the number of shares of stock
or other securities or property (including cash) to which a holder of the
number of shares of Class A Common Stock deliverable upon conversion of such
share of Class B Common Stock would have been entitled upon the record date of
(or date of, if no record date is fixed) such recapitalization, reorganization,
reclassification, merger, consolidation, share exchange, sale, lease or other
disposition and, in any case, appropriate adjustment (as determined by the
Board of Directors) shall be made in the application of the provisions herein
set forth with respect to the rights and interests thereafter of the holders of
such Class B Common Stock, to the end that the provisions set forth herein
shall thereafter be applicable, as nearly as equivalent as is practicable, in
relation to any shares of stock or the securities or property (including cash)
thereafter deliverable upon the conversion of the shares of Class B Common
Stock.

A. Definitions.

As used in this ARTICLE FOURTH, the following terms
shall have the following meanings (with terms defined in the singular having
comparable meanings when used in the plural and vice versa, unless the context
otherwise requires:

"Board of Directors" means the Board of Directors of
the Corporation.

"Business Day" means any day except a Saturday, a
Sunday, or other day on which commercial banks in the State of New York are
authorized or required by law or executive order to close.

"Capital Stock" means, with respect to any Person,
any and all shares, interests, participations, rights in, or other equivalents
(however designated and whether voting or non-voting) of, such Person's capital
stock and any and all rights, warrants or options exchangeable for or
convertible into such capital stock (but excluding any debt security that is
exchangeable for or convertible into such capital stock).

"Commission" means the Securities and Exchange
Commission or any similar agency then having jurisdiction to enforce the
Securities Act.

"Current Market Price" per share shall mean, as of
the date of determination, (a) the average daily Market Price of the Common
Stock for those days during the period of thirty (30) Trading Days, ending on
such date, and (b) if the Common Stock is not then listed or admitted to
trading on any national securities exchange or quoted in the over-counter
market, then the Market Price on such date.

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

"Initial Public Offering" shall mean a firm
commitment underwritten initial public offering pursuant to an effective
registration statement under the Securities Act covering at least the offer and
sale of shares of Common Stock for the account of the Corporation resulting in
aggregate net proceeds to the Corporation of not less than $15,000,000 and an
aggregate market capitalization of not less than $300,000,000.

"Market Price" shall mean, per share of Common Stock,
as of the date of determination, (a) the closing price per share of Common
Stock on such date published in The Wall Street Journal or, if no such closing
price on such date is published in The Wall Street Journal, the average of the
closing bid and asked prices on such date, as officially reported on the
principal national securities exchange (including, without limitation, The
Nasdaq Stock Market, Inc.) on which the Common Stock is then listed or admitted
to trading; or (b) if the Common Stock is not then listed or admitted to
trading on any national securities exchange but is designated as a national
market system security by the NASD, the last trading price of the Common Stock
on such date; or (c) if there shall have been no trading on such date or if the
Common Stock is not so designated, the average of the reported closing bid and
asked prices of the common stock, on such date as shown by NASDAQ and reported
by any member firm of the New York Stock Exchange selected by the Corporation;
or (d) if none of (a), (b) or (c) is applicable, a market price per share
determined at the Corporation's expense by an appraiser chosen by the holders
of a majority of the shares of Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock or Series G Preferred Stock, as the case may
be, or, if no such appraiser is so chosen more than ten (10) Business Days
after notice of the necessity of such calculation shall have been delivered by
the Corporation to the holders of Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock or Series G Preferred Stock, as the case may
be, then by an appraiser chosen by the Corporation and reasonably satisfactory
to a majority of the holders of Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock or Series G Preferred Stock as the case may be.
Any determination of the Market Price by an appraiser shall be based on a
valuation of the Corporation as an entirety without regard to any discount for
minority interests or disparate voting rights among classes of Capital Stock.

"Person" means any individual, firm, corporation,
partnership, limited liability company, trust, incorporated or unincorporated
association, joint venture, joint stock company, governmental body or other
entity of any kind.

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

"Stockholders Agreement" means the Second Amended and

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Restated Stockholders Agreement among the Corporation and the stockholders
thereof set forth on the signature pages thereto, amending a certain
Stockholders Agreement, originally dated May 3, 1996, and amended or restated
as of January 24, 1997, and June 27, 1997, and as may be further amended and/or
restated from time to time.

"Trading Day" means a day on which the national
securities exchanges are open for trading.

FIFTH: The Corporation shall have perpetual
existence.

SIXTH: In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware:

A. The Board of Directors of the Corporation is expressly
authorized to adopt, amend or repeal the By-Laws of the Corporation.

B. Elections of directors need not be by written ballot unless
the By-Laws of the Corporation shall so provide.

SEVENTH: Whenever a compromise or arrangement is
proposed between the Corporation and its creditors or any class of them and/or
between the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of the Corporation or of any creditor or stockholder thereof or
on the application of any receiver or receivers appointed for the Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustee in dissolution or of any receiver appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware
Code, order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders, of the Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths ( 3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders, of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

EIGHTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware Code, as the same exists or hereafter may be

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<PAGE> 60
amended, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware Code hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the Delaware Code. Any repeal or modification of
this paragraph by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability
of a director of the Corporation existing at the time of such repeal or
modification.

NINTH: The Corporation reserves the right to amend
or repeal any provision contained in this Second Amended and Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by law,
and all rights conferred upon a stockholder herein are granted subject to this
reservation.

TENTH: Certain holders of capital stock of the
Corporation may have certain contractual preemptive rights or rights of refusal
to subscribe to and purchase certain additional issues of capital stock or
other securities convertible into or exchangeable for capital stock of the
Corporation, as set forth from time to time in a stockholders agreement among
such stockholders and the Corporation. A copy of such provisions of any such
stockholders agreement shall be retained on file with the Corporation for
inspection by any stockholder. As of the date of this Second Amended and
Restated Certificate of Incorporation, the Corporation has executed a Second
Amended and Restated Stockholders Agreement, dated as of January __, 1998,
among the Corporation and certain of its stockholders, as may be amended from
time to time, which may contain such rights. Any and all such stockholders
agreements may be, amended or terminated from time to time in accordance with
the terms of such agreements.

ELEVENTH: Notwithstanding anything in this Second
Amended and Restated Certificate of Incorporation to the contrary, the
Corporation shall not declare or pay any dividend, or make any other
distribution or payment of cash, property or assets in respect of any of its
capital stock, or purchase, retire, redeem or otherwise acquire for value any
shares of its capital stock, or any warrants, rights or options to acquire its
capital stock, or set aside funds for any of the foregoing, for so long as any
such transaction is prohibited by any provision of that certain Credit
Agreement, dated as of January 24, 1997, between the Corporation, certain
lenders, and First Union National Bank of North Carolina, as Agent (as amended,
restated, modified or supplemented from time to time, the "Credit Agreement"),
except to the extent that any such provision has been waived; provided, that in
no event shall any extension or renewal of the Credit Agreement have the effect
of prohibiting during any renewal or extension period the Corporation from
declaring or paying any such dividend, making such distribution or payment or
purchasing, retiring, redeeming or otherwise acquiring for value any such
capital stock or setting aside funds for any of the foregoing. If, but for any
provision or provisions of the Credit Agreement, the Corporation would be
obligated under this Second Amended and Restated Certificate

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<PAGE> 61
of Incorporation to declare or pay such dividend, make such other distribution
or payment, purchase, retire, redeem or otherwise acquire for value such
capital stock or set aside such funds for any of the foregoing, then the
Corporation shall request the agent and/or lenders, as appropriate, under the
Credit Agreement to waive such restrictive provision or provisions.

The Second Amended and Restated Certificate of
Incorporation set forth above has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the Delaware Code, the Board of Directors
of the Corporation having adopted resolutions setting forth such amendments,
declaring the advisability thereof and directing that they be considered by the
holders of the outstanding shares of Common Stock of the Corporation and the
holders of which thereafter consented to these amendments in accordance with
Sections 228 and 242 of the Delaware Code.

In accordance with the provisions of Section 103(d)
of the Delaware Code, this Second Amended and Restated Certificate of
Incorporation shall become effective upon filing.

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<PAGE> 62
IN WITNESS WHEREOF, the Corporation has caused this
Second Amended and Restated Certificate of Incorporation to be signed, under
its seal, by its President and Chief Executive Officer this 30th day of
January, 1998.

ECLIPSYS CORPORATION

By: /s/ Harvey J. Wilson
--------------------------------------

Name: Harvey J. Wilson
Title: President and Chief Executive Officer

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<PAGE> 63

CERTIFICATE OF AMENDMENT

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

ECLIPSYS CORPORATION

Pursuant to Section 242
of the General Corporation Law of
the State of Delaware

Eclipsys Corporation (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

At a meeting of the Board of Directors of the Corporation a resolution
was duly adopted, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, setting forth an amendment to the Second Amended and
Restated Certificate of Incorporation of the Corporation and declaring said
amendment to be advisable. The stockholders of the Corporation duly approved
said proposed amendment by written consent in accordance with Sections 228 and
242 of the General Corporation Law of the State of Delaware and in accordance
with the provisions of the Second Amended and Restated Certificate of
Incorporation, and written notice of such consent has been given to all
stockholders who have not consented in writing to said amendment. The
resolution setting forth the amendment is as follows:

RESOLVED: That Article FOURTH of the Second Amended and Restated
Certificate of Incorporation of the Corporation be amended as follows:

That the first paragraph of Article FOURTH be deleted in its entirety
and that the following paragraph be inserted in lieu thereof:

"FOURTH: The amount of total authorized capital stock of the
Corporation is Sixty-Six Million Seven Hundred Five Thousand
(66,705,000) shares, consisting of (a) Fifty Million (50,000,000)
shares of Common Stock, par value $.01 per share (the "Class A Common
Stock"),
<PAGE> 64
(b) Five Million (5,000,000) shares of Non-Voting Common Stock, par
value $.01 per share (the "Class B Common Stock" and, together with
the Class A Common Stock, the "Common Stock"), (c) Thirty Thousand
(30,000) shares of Series B 8.5% Cumulative Redeemable Preferred
Stock, par value $.01 per share (the "Series B Preferred Stock"), (d)
Twenty-Five Thousand (25,000) shares of Series C 8.5% Cumulative
Redeemable Preferred Stock, par value $.01 per share (the "Series C
Preferred Stock"), (e) Seven Million Two Hundred Thousand (7,200,000)
shares of Series D Convertible Preferred Stock, par value $.01 per
share (the "Series D Preferred Stock"), (f) Nine Hundred Twenty
Thousand (920,000) shares of Series E Convertible Preferred Stock, par
value $.01 per share (the "Series E Preferred Stock"), (g) One Million
Five Hundred Thirty Thousand (1,530,000) shares of Series F
Convertible Preferred Stock, par value $.01 per share (the "Series F
Preferred Stock"), (h) Nine Hundred Thousand (900,000) shares of
Series G Convertible Preferred Stock, par value $.01 per share (the
"Series G Preferred Stock"), and (i) One Million One Hundred Thousand
(1,100,000) shares of undesignated preferred stock, par value $.01 per
share, subject to increase in accordance with the terms of paragraph
11 of Section A, paragraph 11 of Section B, paragraph 9 of Section C,
paragraph 9 of Section D, paragraph 9 of Section E and paragraph 9 of
Section F of this ARTICLE FOURTH (the "Undesignated Preferred
Stock")."

That paragraph B.5(a) of Article FOURTH be deleted in its entirety and
that the following paragraph B.5(a) be inserted in lieu thereof:

"5. Redemption

(a) On the earlier to occur of the closing of a
Qualified Initial Public Offering or December 31, 2001 (such
earlier date being referred to as the "Mandatory Redemption
Date"), the Corporation shall redeem, out of the funds legally
available therefor, all of the issued and outstanding shares
of Series B Preferred Stock, on not less than three (3)
business days' notice of the Mandatory Redemption Date, at a
price per share (the "Series B Mandatory Redemption Price")
equal to (i) the Series B Liquidation Preference plus (ii) all
accrued and unpaid dividends thereon, whether or not declared
or payable, to the Mandatory Redemption Date, in immediately
available funds."

That a new Section H of Article FOURTH be added as follows:,

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<PAGE> 65
"H. Mandatory Conversion of Series D, Series E, Series F and
Series G Convertible Preferred Stock.

1. Mandatory Conversion. Immediately prior to
the closing of a Qualified Initial Public Offering, each
outstanding share of Series D, Series F and Series G Preferred
Stock shall be converted into a number of fully paid and
non-assessable shares of Class A Common Stock and each
outstanding share of Series E Preferred Stock shall be
converted into a number of fully paid and non-assessable
shares of Class B Common Stock, in each case equal to the
applicable Liquidation Preference for such Series of
Convertible Preferred Stock divided by the Conversion Price
then in effect for such Series of Convertible Preferred Stock.
To the extent permitted by law, all dividends declared and
unpaid on the shares of Convertible Preferred Stock so
converted to the date of conversion shall be immediately due
and payable and must accompany the shares of Common Stock
issued upon such conversion. No fractional shares of Common
Stock shall be issued upon conversion of the Convertible
Preferred Stock pursuant to this Section H. In lieu of any
fractional shares to which the holder would otherwise be
entitled, the Corporation shall pay cash equal to such
fraction multiplied by the public offering price per share in
the Qualified Initial Public Offering.

2. Conversion Procedures. All holders
of record of shares of Convertible Preferred Stock shall be
given written notice of the expected date of the closing of a
Qualified Initial Public Offering (the "Mandatory Conversion
Date") and the place designated for mandatory conversion of
all such shares of Convertible Preferred Stock pursuant to
this Section H. Such notice need not be given in advance of
the occurrence of the Mandatory Conversion Date. Such notice
shall be sent by first class or registered mail, postage
prepaid, to each record holder of Convertible Preferred Stock
at such holder's address last shown on the records of the
Corporation. Upon receipt of such notice, each holder of
shares of Convertible Preferred Stock shall surrender his or
its certificate or certificates for all such shares to the
Corporation at the place designated in such notice, and shall
thereafter receive certificates for the number of shares of
Class A or Class B Common Stock, as the case may be, to which
such holder is entitled pursuant to this Section H. On the
Mandatory Conversion Date, all rights with respect to the
Convertible Preferred Stock so converted, including the
rights, if any, to receive notices and vote (other than as a
holder of Common Stock) will terminate, except only the rights
of the holders thereof, upon surrender of their certificate or
certificates therefor, to receive certificates for the number
of shares of Class A or Class B Common Stock, as the case may
be, into which such Convertible Preferred Stock has been
converted, and

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<PAGE> 66
payment of any declared but unpaid dividends thereon. If so
required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to
the Corporation, duly executed by the registered holder or by
his or its attorney duly authorized in writing. As soon as
practicable after the Mandatory Conversion Date and the
surrender of the certificate or certificates for Convertible
Preferred Stock, the Corporation shall cause to be issued and
delivered to such holder, or on his or its written order, a
certificate or certificates for the number of full shares of
Class A or Class B Common Stock, as the case may be, issuable
on such conversion in accordance with the provisions hereof
and cash as provided in Subsection H.1 above in respect of any
fraction of a share of Common Stock otherwise issuable upon
such conversation. All certificates evidencing shares of
Convertible Preferred Stock which are required to be
surrendered for conversion in accordance with the provisions
hereof shall, from and after the Mandatory Conversion Date, be
deemed to have been retired and cancelled and the shares of
Convertible Preferred Stock represented thereby converted into
Class A or Class B Common Stock, as the case may be, for all
purposes, notwithstanding the failure of the holder or holders
thereof to surrender such certificates on or prior to such
date.

That the existing Sections H, I and J of Article FOURTH be
redesignated as Sections I, J and K, respectively, and that all references in
Article FOURTH to Sections H, I or J thereof be correspondingly amended to
refer instead to Sections I, J or K, respectively.

That paragraph I.1 of Article FOURTH (formerly paragraph H.1) be
deleted in its entirety and that the following paragraph I.1 be inserted in
lieu thereof:

"1. Designation and Number of Shares. There shall
be hereby established a class of Common Stock designated as
"Common Stock" (the "Class A Common Stock") and a class of
Common Stock designated as "Non-Voting Common Stock" (the
"Class B Common Stock"). The authorized number of shares of
Class A Common Stock shall be 50,000,000 and the authorized
number of shares of Class B Common Stock shall be 5,000,000."

That the following additional definitions be added to Section K
(formerly Section J) of Article FOURTH:

"Convertible Preferred Stock" shall mean the Series D
Preferred Stock, the Series E Preferred Stock, the Series F
Preferred Stock and the Series G Preferred Stock.

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<PAGE> 67
"Liquidation Preference" for any Series of
Convertible Preferred Stock shall mean the Series D
Liquidation Preference, the Series E Liquidation Preference,
the Series F Liquidation Preference and the Series G
Liquidation Preference, as the case may be.

"Qualified Initial Public Offering" shall mean an
Initial Public Offering at a price per share of at least
$10.00 per share (subject to appropriate adjustment for stock
splits, stock dividends, combinations and other similar
recapitalizations affecting such shares) that is closed no
later than December 31, 1998.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be affixed hereto and this Certificate of Amendment to be signed by its
President and attested by its Secretary this 8th day of June, 1998.

ECLIPSYS CORPORATION

By: /s/ Harvey Wilson
-------------------------------
Harvey Wilson,
President

ATTEST:

/s/ Jack Risenhoover
- ---------------------------
Secretary

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<PAGE> 68

SECOND
CERTIFICATE OF AMENDMENT

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

ECLIPSYS CORPORATION

Pursuant to Section 242
of the General Corporation Law of
the State of Delaware

Eclipsys Corporation (hereinafter called the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

RESOLVED: That the Corporation be and hereby is authorized to effect
a two-for-three reverse stock split (the "Stock Split") and that, in order to
effectuate the Stock Split, it is hereby proposed and declared advisable and in
the best interests of the Corporation and its stockholders that the Certificate
of Incorporation be further amended so as to reclassify and change each three
shares of the Corporation's authorized Common Stock (the "Old Common Stock")
into two shares of Common Stock, $.01 par value per share (the "New Common
Stock"), and to reclassify and change each three shares of Class B Common Stock
(the "Old Class B Common Stock") into two shares of Class B Common Stock, $.01
per value per share (the "New
<PAGE> 69
Class B Common Stock"), resulting in a decrease in the Corporation's authorized
Common Stock from 50,000,000 shares of Old Common Stock to 33,333,333 shares
of New Common Stock and a decrease in the authorized Class B Common Stock from
5,000,000 shares of Old Class B Common Stock to 3,333,333 shares of New Class B
Common Stock (it being understood that, subject to stockholder approval, the
Corporation will simultaneously increase the number of authorized shares of New
Common Stock from 33,333,333 shares to 50,000,000 shares and increase the
number of authorized shares of New Class B Common Stock from 3,333,333 shares
to 5,000,000 shares, all in accordance with the resolutions set forth below and
as set forth in the form of Second Certificate of Amendment to the Certificate
of Incorporation attached hereto (the "Second Certificate of Amendment"); and
that in the Stock Split each three shares of Old Common Stock and each three
shares of Old Class B Common Stock issued and outstanding as of the date of the
filing of the Second Certificate of Amendment (the "Effective Date") be
converted into two shares of New Common Stock or New Class B Common Stock, as
the case may be.

FURTHER RESOLVED: That each stockholder otherwise entitled to receive
less than one full share of New Common Stock or New Class B Common Stock shall
receive, in lieu of the fractional share of such New Common Stock or New Class
B Common Stock which such stockholder is otherwise entitled to receive, a cash
payment equal to (i) such fractional share multiplied by (ii) $13.50.

FURTHER RESOLVED: That, as of the Effective Date, all issued and
outstanding shares of Old Common Stock and Old Class B Common Stock shall
automatically, without any action on the part of the holder thereof, be
converted into shares of New Common Stock or New Class B Common Stock, as the
case may be, and all rights with respect to the Old Common Stock and Old Class
B Common Stock shall terminate, except only the right of each holder thereof,
upon surrender of his or its certificate or certificates therefor, to receive
(i) a certificate or certificates for the number of whole shares of such New
Common Stock or New Class B Common Stock, as the case may be, into which such
holder's shares of such Old Common Stock or Old Class B Common Stock have been
converted and (ii) if applicable, a cash payment in lieu of a fractional share
of such New Common Stock or New Class B Common Stock, as the case may be.

FURTHER RESOLVED: That notwithstanding the Stock Split, the par value
of each share of Common Stock and Class B Common Stock shall remain at $.01.

FURTHER RESOLVED: That the accounts and records of the Corporation be
adjusted to reflect any change in the Corporation's capital and additional
paid-in capital accounts appropriate or necessary to reflect the foregoing
reclassification and change of the Corporation's capital stock.

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<PAGE> 70
FURTHER RESOLVED: That, in order to give effect to the foregoing
reclassification and change in the Corporation's capital stock, the Corporation
hereby adjusts and decreases the number of shares of Common Stock and Class B
Common Stock reserved for issuance upon the conversion of the Corporation's
outstanding shares of Convertible Preferred Stock and issuable upon the
exercise of any outstanding warrants, stock awards or other rights or options
to receive Common Stock or Class B Common Stock of the Corporation with any
fractional shares which would result from such adjustment to be rounded down to
the nearest whole share in the case of shares issuable upon the exercise of
outstanding stock options.

FURTHER RESOLVED: That the Board deems it advisable and in the best
interests of the Corporation and its stockholders that the Certificate of
Incorporation be amended as set forth in the form of the Second Certificate of
Amendment attached hereto (i) to effect the Stock Split, (ii) after giving
effect to the Stock Split, to increase from 33,333,333 to 50,000,000 the
authorized shares of New Common Stock of the Corporation, and (iii) after
giving effect to the Stock Split, to increase from 3,333,333 to 5,000,000 the
authorized shares of New Class B Common Stock of the Corporation.

FURTHER RESOLVED: That the Board recommends to the stockholders that
the Second Certificate of Amendment be approved; that any resolutions contained
in the Second Certificate of Amendment are hereby deemed adopted and approved
by the Board; and that the Proper Officers, and each of them acting singly, are
hereby authorized and directed to submit the Second Certificate of Amendment to
the stockholders of the Corporation for their approval.

FURTHER RESOLVED: That, upon approval of the Second Certificate of
Amendment by the stockholders of the Corporation, the Proper Officers are
hereby authorized to execute and file the Second Certificate of Amendment with
the Secretary of State of the State of Delaware.

FURTHER RESOLVED: That the first paragraph of Article FOURTH of the
Second Amended and Restated Certificate of Incorporation of the Corporation be
deleted in its entirety and that the following paragraph be inserted in lieu
thereof:

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<PAGE> 71
Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock"), (d) Twenty-Five Thousand (25,000) shares of Series C 8.5%
Cumulative Redeemable Preferred Stock, par value $.01 per share (the
"Series C Preferred Stock"), (e) Seven Million Two Hundred Thousand
(7,200,000) shares of Series D Convertible Preferred Stock, par value
$.01 per share (the "Series D Preferred Stock"), (f) Nine Hundred
Twenty Thousand (920,000) shares of Series E Convertible Preferred
Stock, par value $.01 per share (the "Series E Preferred Stock"), (g)
One Million Five Hundred Thirty Thousand (1,530,000) shares of Series
F Convertible Preferred Stock, par value $.01 per share (the "Series F
Preferred Stock"), (h) Nine Hundred Thousand (900,000) shares of
Series G Convertible Preferred Stock, par value $.01 per share (the
"Series G Preferred Stock"), and (i) One Million One Hundred Thousand
(1,100,000) shares of undesignated preferred stock, par value $.01 per
share, subject to increase in accordance with the terms of paragraph
11 of Section A, paragraph 11 of Section B, paragraph 9 of Section C,
paragraph 9 of Section D, paragraph 9 of Section E and paragraph 9 of
Section F of this ARTICLE FOURTH (the "Undesignated Preferred
Stock")."

That paragraph I.1 of Article FOURTH be deleted in its entirety and
that the following paragraph I.1 be inserted in lieu thereof:

ECLIPSYS CORPORATION

By: /s/ Harvey Wilson
--------------------------
Harvey Wilson,
President

ATTEST:

/s/ Jack Risenhoover
- -----------------------------
Secretary

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<PAGE> 1

EXHIBIT 3.2

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ECLIPSYS CORPORATION

Eclipsys Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

1. The Corporation, originally known as Integrated Healthcare
Solutions, Inc., filed its original Certificate of Incorporation with the
Secretary of the State of Delaware on December 22, 1995, which was amended and
restated by the Amended and Restated Certificate of Incorporation filed on
January 24, 1997 (pursuant to which the Corporation's name was changed to
"Eclipsys Corporation") and the Second Amended and Restated Certificate of
Incorporation filed on February 3, 1998 and was further amended by a
Certificate of Amendment filed on June 8, 1998 and a Second Certificate of
Amendment filed on June 8, 1998.

2. At a duly called meeting of the Board of Directors of the
Corporation at which a quorum was present at all times, a resolution was duly
adopted, pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, setting forth a Third Amended and Restated Certificate of
Incorporation of the Corporation and declaring said Third Amended and Restated
Certificate of Incorporation advisable. The stockholders of the Corporation
duly approved said proposed Third Amended and Restated Certificate of
Incorporation by written consent in accordance with Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware and in accordance with
the provisions of the Second Amended and Restated Certificate of Incorporation,
and written notice of such consent has been given to all stockholders who have
not consented in writing to said amendment and restatement. The resolution
setting forth the Third Amended and Restated Certificate of Incorporation is as
follows:

RESOLVED: That the Certificate of Incorporation of the Corporation
be and hereby is amended and restated in its entirety so
that the same shall read as follows:
<PAGE> 2

FIRST. The name of the Corporation is:

Eclipsys Corporation.

SECOND. The address of its registered office in the State of Delaware
is 1013 Centre Road, Wilmington, Delaware 19805-1249 in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

THIRD. The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 210,000,000 shares, consisting of
(i) 200,000,000 shares of Common Stock, $.01 par value per share (the "Class A
Common Stock"), (ii) 5,000,000 shares of Non-Voting Common Stock, $.01 par
value per share (the "Class B Common Stock" and, together with the Class A
Common Stock, the "Common Stock") and (iii) 5,000,000 shares of Preferred
Stock, $.01 par value per share ("Preferred Stock").

The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK.

1. General. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of the
holders of the Preferred Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock of any series.

2. Voting. Except as expressly provided by law, or unless
provided otherwise in this Third Amended and Restated Certificate of
Incorporation, (a) all voting rights shall be vested in the holders of the
Class A Common Stock and (b) the holders of the Class B Common Stock shall not
be entitled or permitted to vote on any matters required or permitted to be
voted upon by the stockholders of the Corporation. At each meeting of
stockholders of the Corporation, each holder of Class A Common Stock shall be
entitled to one vote for each such share on each matter to come before the
meeting, except as otherwise provided in this Third Amended and Restated
Certificate of Incorporation or by law. There shall be no cumulative voting.

2
<PAGE> 3
The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

3. Dividends. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the
Board of Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock. With respect to payment of dividends, the Class A
Common Stock and the Class B Common Stock shall rank pari passu with each
other.

4. Liquidation. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders, subject to any preferential rights of any then outstanding
Preferred Stock. With respect to the distribution of assets upon the
dissolution or liquidation of the Corporation, the Class A Common Stock and the
Class B Common Stock shall rank pari passu with each other.

5. Conversion.

(a) Any holder of Class B Common Stock shall have the
right, at its option, at any time and from time to time, to convert, subject to
the terms and provisions of this paragraph 5, any or all of such holder's
shares of Class B Common Stock into fully paid and non-assessable shares of
Class A Common Stock at the rate (subject to adjustment as provided below) of
one share of Class A Common Stock for each share of Class B Common Stock
surrendered for conversion; provided, however, that if the holder in any such
conversion is subject to the Bank Holding Company Act of 1956, as amended (12
U.S.C. Section 1841, et seq.) and the regulations promulgated thereunder
(collectively and including any successor provisions, the "BHCA Act"), such
conversion may be made only if (i) the BHCA Act would not prohibit such holder
from holding such shares of Class A Common Stock and (ii) such shares of Class
A Common Stock to be received upon such conversion will be distributed or sold
(v) in connection with any public equity offering registered under the
Securities Act, (w) in a "broker's transaction" (as defined in Rule 144(g)
under the Securities Act) pursuant to Rule 144 under the Securities Act or any
similar rule then in effect, (x) to a Person or group (within the meaning of
the Exchange Act) of Persons if, after such distribution or sale, such Person
or group of Persons would not, in the aggregate, own, control or have the right
to acquire more than 2% of the outstanding securities of the Corporation
entitled to vote on the election of directors of the Corporation, (y) to a
Person or group (within the meaning of the Exchange Act) of Persons if, prior
to or concurrently with such sale, such Persons or group of Persons had control
of the Corporation or (z) in any other manner permitted under the BHCA

3
<PAGE> 4
Act; and provided further, that if the holder converts any shares of the Class
B Common Stock as provided in clauses (i) and (ii) above and any distribution
or sale of the Class A Common Stock fails to occur for any reason, such holder
may convert the Class A Common Stock into the Class B Common Stock converted in
anticipation of such distribution or sale.

(b) Such conversion right shall be exercised by the
surrender to the Corporation of the shares of the applicable Common Stock to be
converted in the manner provided above at any time during usual business hours
at its principal place of business, accompanied by written notice that the
holder elects to convert such shares of Common Stock and specifying the name or
names (with address) in which a certificate or certificates for shares of such
Common Stock are to be issued and (if so required by the Corporation) by a
written instrument or instruments of transfer in form reasonably satisfactory
to the Corporation duly executed by the holder or its duly authorized legal
representative and transfer tax stamps or funds therefor, if required pursuant
to paragraph 5(d). Such written notice shall also include the representation
and warranty of the converting holder to the Corporation, on which the
Corporation shall be entitled to conclusively rely, to the effect either (i)
that such holder is not subject to the BHCA Act with respect to such conversion
or (ii) that such conversion will be made in accordance with clauses (i) and
(ii) of the preceding paragraph 5(a). As promptly as practicable after the
surrender, as herein provided, of any shares of Common Stock for conversion
pursuant to paragraph 5(a), the Corporation shall deliver to or upon the
written order of the holder of such shares of Common Stock so surrendered a
certificate or certificates representing the number of fully paid and
non-assessable shares of the Common Stock into which such shares of Common
Stock may be or have been converted in accordance with the provisions of this
paragraph 5. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date that such shares of Common Stock
shall have been surrendered in satisfactory form for conversion, and the Person
or Persons entitled to receive the shares of Common Stock deliverable upon
conversion of such shares of Common Stock shall be treated for all purposes as
having become the record holder or holders of such shares of Common Stock at
such appropriate time.

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performed hereunder by the Corporation, including, without limitation, the
adjustments required under this paragraph 5, and will at all times in good
faith assist in the carrying out of all the provisions of this paragraph 5 and
in the taking of all such action as may be necessary or appropriate in order to
protect the conversion rights of the holders of Common Stock against dilution
or other impairment.

(d) The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of shares of the Class A Common Stock or the Class B
Common Stock pursuant hereto; provided, however, that the Corporation shall not
be obligated to pay any transfer taxes resulting from any transfer requested by
any holders in connection with any such conversion.

(e) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Class A Common Stock and
Class B Common Stock, free of preemptive rights, solely for the purpose of
effecting the conversion of the shares of Common Stock, such number of its
shares of Class A Common Stock and Class B Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of each
class into the other class; and if at any time the number of authorized but
unissued shares of each class shall not be sufficient to effect the conversion
of all then outstanding shares of the other class, the Corporation will take
such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Class A Common Stock or Class B
Common Stock, as the case may be, to such number of shares as shall be
sufficient for such purpose, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to this Third Amended and Restated Certificate of Incorporation.

(f) In case of any recapitalization, reorganization or
reclassification of the Capital Stock of the Corporation, any merger or
consolidation of the Corporation with or into another Person, any acquisition
of shares of the Capital Stock of the Corporation in a share exchange, or the
sale of all or substantially all of the assets of the Corporation, each share
of Class B Common Stock shall thereafter be convertible into the number of
shares of stock or other securities or property (including cash) to which a
holder of the number of shares of Class A Common Stock deliverable upon
conversion of such share of Class B Common Stock would have been entitled upon
the record date of (or date of, if no record date is fixed) such
recapitalization, reorganization, reclassification, merger, consolidation,
share exchange, sale, lease or other disposition and, in any case, appropriate
adjustment (as determined by the Board of Directors of the Corporation) shall
be made in the application of the provisions herein set forth with respect to
the rights and interests thereafter of the holders of such Class B Common Stock
to the end that the provisions set forth herein shall thereafter be applicable,
as nearly as equivalent as is practicable, in relation to

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any shares of stock or the securities or property (including cash) thereafter
deliverable upon the conversion of the shares of Class B Common Stock.

6. Definitions.

As used in paragraph 5 above, the following terms shall have
the following meanings (with terms defined in the singular having comparable
meanings when used in the plural and vice versa), unless the context otherwise
requires:

"Capital Stock" means, with respect to any Person, any and all
shares, interests, participation, rights in, or other equivalents (however
designated and whether voting or non-voting) of, such Person's capital stock
and any and all rights, warrants or options exchangeable for or convertible
into such capital stock (but excluding any debt security that is exchangeable
for or convertible into such capital stock).

"Commission" means the Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act.

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

"Person" means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental body or other entity of any
kind.

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

B. PREFERRED STOCK.

Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law. Different series of
Preferred Stock shall not be construed to constitute different classes of
shares for the purposes of voting by classes unless expressly provided.

Authority is hereby expressly granted to the Board of Directors from
time to time to issue the Preferred Stock in one or more series, and in
connection with the creation of any such series, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such voting
powers, full or limited, or no voting

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powers, and such designations, preferences and relative participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, including without limitation thereof, dividend rights, conversion
rights, redemption privileges and liquidation preferences, as shall be stated
and expressed in such resolutions, all to the full extent now or hereafter
permitted by the General Corporation Law of Delaware. Without limiting the
generality of the foregoing, the resolutions providing for the issuance of any
series of Preferred Stock may provide that such series shall be superior or
rank equally or be junior to the Preferred Stock of any other series to the
extent permitted by law. Except as otherwise provided in this Certificate of
Incorporation, no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the designation or issuance of any shares of any
series of the Preferred Stock authorized by and complying with the conditions
of this Certificate of Incorporation, the right to have such vote being
expressly waived by all present and future holders of the capital stock of the
Corporation.

FIFTH. The Corporation shall have a perpetual existence.

SIXTH. In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

1. Election of directors need not be by written ballot.

2. The Board of Directors is expressly authorized to adopt,
amend or repeal the By-Laws of the Corporation.

SEVENTH. Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

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EIGHTH. Except to the extent that the General Corporation Law of
Delaware prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment. Notwithstanding any other
provisions of law, the Third Amended and Restated Certificate of Incorporation
or the By-Laws of the Corporation, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
EIGHTH.

NINTH. 1. Actions, Suits and Proceedings Other than by or in the
Right of the Corporation. The Corporation shall indemnify each person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at
the request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan) (all such persons
being referred to hereafter as an "Indemnitee"), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with
such action, suit or proceeding and any appeal therefrom, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Notwithstanding anything to the contrary in this Article, except as set forth
in Section 7 below, the Corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
the Indemnitee unless the initiation thereof was approved by the Board of
Directors of the Corporation. Notwithstanding anything to the contrary in this
Article, the Corporation shall not indemnify an Indemnitee to the extent such
Indemnitee is reimbursed from the proceeds of insurance, and in the event the
Corporation makes

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any indemnification payments to an Indemnitee and such Indemnitee is
subsequently reimbursed from the proceeds of insurance, such Indemnitee shall
promptly refund such indemnification payments to the Corporation to the extent
of such insurance reimbursement.

2. Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at
the request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and, to the extent permitted by law,
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Delaware shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including attorneys' fees)
which the Court of Chancery of Delaware shall deem proper.

3. Indemnification for Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that an
Indemnitee has been successful, on the merits or otherwise, in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article, or
in defense of any claim, issue or matter therein, or on appeal from any such
action, suit or proceeding, he shall be indemnified against all expenses
(including attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection therewith. Without limiting the foregoing, if any action,
suit or proceeding is disposed of, on the merits or otherwise (including a
disposition without prejudice), without (i) the disposition being adverse to
the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the
Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv)
an adjudication that the Indemnitee did not act in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and (v) with respect to any criminal proceeding, an adjudication
that the Indemnitee had reasonable cause to believe his conduct was unlawful,
the Indemnitee shall be considered for the purposes hereof to have been wholly
successful with respect thereto.

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4. Notification and Defense of Claim. As a condition precedent
to his right to be indemnified, the Indemnitee must notify the Corporation in
writing as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 4. The Indemnitee shall have the
right to employ his own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of
such action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation,
except as otherwise expressly provided by this Article. The Corporation shall
not be entitled, without the consent of the Indemnitee, to assume the defense
of any claim brought by or in the right of the Corporation or as to which
counsel for the Indemnitee shall have reasonably made the conclusion provided
for in clause (ii) above.

5. Advance of Expenses. Subject to the provisions of Section 6
below, in the event that the Corporation does not assume the defense pursuant
to Section 4 of this Article of any action, suit, proceeding or investigation
of which the Corporation receives notice under this Article, any expenses
(including attorneys' fees) incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom
shall be paid by the Corporation in advance of the final disposition of such
matter; provided, however, that the payment of such expenses incurred by an
Indemnitee in advance of the final disposition of such matter shall be made
only upon receipt of an undertaking by or on behalf of the Indemnitee to repay
all amounts so advanced in the event that it shall ultimately be determined
that the Indemnitee is not entitled to be indemnified by the Corporation as
authorized in this Article. Such undertaking shall be accepted without
reference to the financial ability of the Indemnitee to make such repayment.

6. Procedure for Indemnification. In order to obtain
indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of
this Article, the Indemnitee shall submit to the Corporation a written request,
including in such request such documentation and information as is reasonably
available to the

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Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the Corporation of the written
request of the Indemnitee, unless with respect to requests under Section 1, 2
or 5 the Corporation determines within such 60-day period that the Indemnitee
did not meet the applicable standard of conduct set forth in Section 1 or 2, as
the case may be. Such determination shall be made in each instance by (a) a
majority vote of the directors of the Corporation consisting of persons who are
not at that time parties to the action, suit or proceeding in question
("disinterested directors"), whether or not a quorum, (b) a majority vote of a
committee of disinterested directors designated by majority vote of
disinterested directors, whether or not a quorum, (c) a majority vote of a
quorum of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(d) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the Corporation), or (e) a court of competent
jurisdiction.

7. Remedies. The right to indemnification or advances as granted
by this Article shall be enforceable by the Indemnitee in any court of
competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within the 60-day period referred to
above in Section 6. Unless otherwise required by law, the burden of proving
that the Indemnitee is not entitled to indemnification or advancement of
expenses under this Article shall be on the Corporation. Neither the failure
of the Corporation to have made a determination prior to the commencement of
such action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to Section 6 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the Indemnitee has not met the applicable standard
of conduct. The Indemnitee's expenses (including attorneys' fees) incurred in
connection with successfully establishing his right to indemnification, in
whole or in part, in any such proceeding shall also be indemnified by the
Corporation.

8. Subsequent Amendment. No amendment, termination or repeal of
this Article or of the relevant provisions of the General Corporation Law of
Delaware or any other applicable laws shall affect or diminish in any way the
rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.

9. Other Rights. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which

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an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding office for the
Corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee. Nothing contained in this
Article shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article. In addition, the Corporation may, to the extent authorized from time
to time by its Board of Directors, grant indemnification rights to other
employees or agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than, those set forth
in this Article.

10. Partial Indemnification. If an Indemnitee is entitled under
any provision of this Article to indemnification by the Corporation for some or
a portion of the expenses (including attorneys' fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with any action, suit, proceeding or investigation and any
appeal therefrom but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify the Indemnitee for the portion of such
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement to which the Indemnitee is entitled.

11. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise (including any employee benefit plan)
against any expense, liability or loss incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.

12. Merger or Consolidation. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.

13. Savings Clause. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including

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an action by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the fullest extent permitted by applicable law.

14. Definitions. Terms used herein and defined in Section 145(h)
and Section 145(i) of the General Corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).

15. Subsequent Legislation. If the General Corporation Law of
Delaware is amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the Corporation shall indemnify
such persons to the fullest extent permitted by the General Corporation Law of
Delaware, as so amended.

16. Amendments to Article. Notwithstanding any other provisions
of law, this Third Amended and Restated Certificate of Incorporation or the
By-Laws of the Corporation, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
NINTH.

TENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Third Amended and Restated Certificate
of Incorporation, in the manner now or hereafter prescribed by statute and this
Third Amended and Restated Certificate of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH. This Article is inserted for the management of the business
and for the conduct of the affairs of the Corporation.

1. Number of Directors. The number of directors of the
Corporation shall not be less than three. The exact number of directors within
the limitations specified in the preceding sentence shall be fixed from time to
time by, or in the manner provided in, the Corporation's By-Laws.

2. Classes of Directors. The Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III. No one class
shall have more than one director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the designated number of
directors by three, then, if such fraction is one-third, the extra director
shall be a member of Class I, and if such fraction is two-thirds, one of the
extra directors shall be a member of Class I and one of the extra directors
shall be a member of Class II, unless otherwise provided from time to time by
resolution adopted by the Board of Directors. The initial members of each

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class immediately following the filing of this Third Amended and Restated
Certificate of Incorporation shall be determined by resolution adopted by the
Board of Directors.

3. Election of Directors. Elections of directors need not be by
written ballot except as and to the extent provided in the By-Laws of the
Corporation.

4. Terms of Office. Each director shall serve for a term ending
on the date of the third annual meeting following the annual meeting at which
such director was elected; provided, that each initial director in Class I
shall serve for a term ending on the date of the annual meeting in 1999; each
initial director in Class II shall serve for a term ending on the date of the
annual meeting in 2000; and each initial director in Class III shall serve for
a term ending on the date of the annual meeting in the year 2001; and provided
further, that the term of each director shall be subject to the election and
qualification of his successor and to his earlier death, resignation or
removal.

5. Allocation of Directors Among Classes in the Event of
Increases or Decreases in the Number of Directors. In the event of any
increase or decrease in the authorized number of directors, (i) each director
then serving as such shall nevertheless continue as a director of the class of
which he is a member and (ii) the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board of
Directors among the three classes of directors so as to ensure that no one
class has more than one director more than any other class. To the extent
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation, and any newly eliminated directorships
shall be subtracted from those classes whose terms of offices are to expire at
the earliest dates following such allocation, unless otherwise provided from
time to time by resolution adopted by the Board of Directors.

6. Quorum; Action at Meeting. A majority of the directors at any
time in office shall constitute a quorum for the transaction of business. In
the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each director so
disqualified, provided that in no case shall less than one-third of the number
of directors fixed pursuant to Section 1 above constitute a quorum. If at any
meeting of the Board of Directors there shall be less than such a quorum, a
majority of those present may adjourn the meeting from time to time. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the
Board of Directors unless a greater number is required by law, by the By-Laws
of the Corporation or by this Third Amended and Restated Certificate of
Incorporation.

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7. Removal. Directors of the Corporation may be removed only for
cause by the affirmative vote of the holders of at least seventy-five percent
(75%) of the shares of capital stock of the Corporation issued and outstanding
and entitled to vote.

8. Vacancies. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from an enlargement of the board,
shall be filled only by a vote of a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. A director
elected to fill a vacancy shall be elected to hold office until the next
election of the class for which such director shall have been chosen, subject
to the election and qualification of his successor and to his earlier death,
resignation or removal.

9. Stockholder Nominations and Introduction of Business, Etc.
Advance notice of stockholder nominations for election of directors and other
business to be brought by stockholders before a meeting of stockholders shall
be given in the manner provided by the By-Laws of the Corporation.

10. Amendments to Article. Notwithstanding any other provisions
of law, this Third Amended and Restated Certificate of Incorporation or the
By-Laws of the Corporation, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least seventy-five percent (75%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
ELEVENTH.

TWELFTH. Stockholders of the Corporation may not take any action by
written consent in lieu of a meeting. Notwithstanding any other provisions of
law, the Third Amended and Restated Certificate of Incorporation or the By-Laws
of the Corporation, and notwithstanding the fact that a lesser percentage may
be specified by law, the affirmative vote of the holders of at least
seventy-five percent (75%) of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Article TWELFTH.

THIRTEENTH. Special meetings of stockholders may be called at any
time by only the Chairman of the Board of Directors, the President or the Board
of Directors. Business transacted at any special meeting of stockholders shall
be limited to matters relating to the purpose or purposes stated in the notice
of meeting. Notwithstanding any other provision of law, this Third Amended and
Restated Certificate of Incorporation or the By-Laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
shares of capital stock of the Corporation issued and outstanding and entitled
to vote shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article THIRTEENTH.

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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be affixed hereto and this Third Amended and Restated Certificate of
Incorporation to be signed by its President this ___ day of _____, 1998.

ECLIPSYS CORPORATION

By:
---------------------------------------
Harvey Wilson,
President

<PAGE> 1
Exhibit 3.3

BY-LAWS

INTEGRATED HEALTHCARE SOLUTIONS, INC.

(a Delaware corporation)

ARTICLE I

Provisions of Law

These By-Laws shall be subject to such provisions of the statutory and common
laws of the State of Delaware as may be applicable to corporations organized
under the laws of the State of Delaware. Subsequent references herein to
provisions of law shall be deemed to be references to the aforesaid provisions
of law. All references in these By-Laws to such provisions of law shall be
construed to refer to such provisions as from time to time amended.

ARTICLE II

Certificate of Incorporation

These By-Laws shall be subject to the Certificate of Incorporation of the
corporation. All references in these By-Laws to the Certificate of
Incorporation shall be construed to mean the Certificate of Incorporation of
the corporation as from time to time amended.

ARTICLE III

Stockholders

1. Annual Meeting: The annual meeting of stockholders shall be held on the third
Wednesday of May in each year if not a legal holiday, and if a legal holiday,
the next succeeding full business day, or at such other date and time as shall
be designated from time to time by the Board of Directors or the President. Each
annual meeting shall be held for the purpose of electing Directors of the
corporation and for such other purposes and for the transaction of such other
business as may properly be brought before the meeting.

If the election of Directors of the corporation shall not be held on the
day designated in accordance with the foregoing, the Board of Directors shall
cause such election to be held as soon thereafter as convenient. A special
meeting of the stockholders of the corporation shall be held for such election
and for such other purposes and for

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the transaction of such other business as might have been held or transacted at
such annual meeting. Any election held, or any business transacted at such
special meeting, shall have the same force and effect as if held or transacted
at the annual meeting.

2. Special Meetings: Unless otherwise required by law or the Certificate of
Incorporation, a special meeting of the stockholders may be called for any
purpose or purposes by the Directors or by the President. Upon written request
of one or more stockholders who own at least ten percent (10%) of the capital
stock issued and outstanding and entitled to vote at the meeting, a special
meeting shall be called by the Secretary, or in the case of the death, absence,
incapacity or refusal to act of the Secretary, by any other officer. Such
request shall state the purpose or purposes of the proposed meeting.

3. Place of Meeting: All meetings of the stockholders, annual or special, shall
be held at such place within or without the State of Delaware as may be
designated from time to time by the Board of Directors or the officer calling
the meeting or if not so designated, at the registered office of the
corporation.

4. Notice of Meetings: Except as otherwise provided by law, a written notice of
every meeting of stockholders, annual or special, stating the place, date and
hour thereof, and, in the case of special meetings, the purpose or purposes for
which the meeting is to be held, shall be given by the person or persons calling
the meeting or by any officer of the corporation acting at his or their
direction not less than ten (10) nor more than sixty (60) days before the
meeting to each stockholder, who by law, by the Certificate of Incorporation or
by these By-Laws, is entitled to vote at or notice of such meeting. Such notice
shall be given either personally, by leaving it with him or at his residence or
place of business, or by mail, telex, telecopy, telegraph, cable or overnight
courier. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, with postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation. No notice of any
adjourned meeting shall be required if (a) the time and place thereof are
announced at the meeting at which the adjournment is taken, (b) the adjournment
is for less than thirty (30) days, and (c) no new record date is fixed for the
adjourned meeting.

5. Waivers of Notice: Whenever notice is required to be given to any stockholder
by law, the Certificate of Incorporation or these By-Laws, a written waiver
thereof, signed by the stockholder entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
stockholder at a meeting shall constitute a waiver of notice of such meeting,
except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

6. Voting List: The officer who has charge of the stock ledger of the
corporation shall

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<PAGE> 3

prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or town where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

7. Quorum: Except as may be otherwise provided by law, by the Certificate of
Incorporation, or by these By-Laws, the holders of a majority of all stock
issued and outstanding and entitled to vote at a meeting (or if there shall be
more than one (1) class or series of stock issued and outstanding and entitled
to vote separately at such meeting, and a separate vote by class or series shall
be required by law, by the Certificate of Incorporation or by these By-Laws,
then a majority of each such class or series) present in person or represented
by proxy, shall constitute a quorum. The holders of a majority in interest of
all stock issued and outstanding, entitled to vote and present in person or
represented by proxy at any meeting of stockholders, including any adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place. At any adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally called, provided a
quorum shall be in attendance at such adjourned meeting.

8. Voting and Proxies: Unless otherwise provided by the Certificate of
Incorporation, each stockholder shall have one (1) vote for each share of stock
and a proportionate vote for each fractional share of stock entitled to vote,
held by him of record according to the records of the corporation. Stockholders
may vote either in person or by written proxy dated not more than three (3)
years before such vote, unless the proxy provides for a longer period. A proxy
with respect to stock held in the name of two (2) or more persons shall be valid
if executed by one (1) of them unless at or prior to the exercise of the proxy,
the corporation receives a specific written notice to the contrary from any one
(1) of them. A proxy purporting to have been executed by or on behalf of a
stockholder shall be deemed valid unless challenged at or prior to its exercise.
All elections of Directors shall be by written ballot unless otherwise provided
in the Certificate of Incorporation.

9. Required Vote: If a quorum is present, then, except as otherwise required by
law, the Certificate of Incorporation or these By-Laws, the holders of a
majority of the stock present in person or represented by proxy at the meeting
and entitled to vote shall decide any such election or other matter to be voted
upon by the stockholders.

10. Action Without Meeting: Unless otherwise required in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders, or

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<PAGE> 4

any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

11. Record Date: For the purpose of determining the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or for
the purpose of determining stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Directors may fix, in
advance, a date as the record date for any such determination of stockholders.
Such date shall not be more than sixty or less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. If no such
record date is fixed:

11.1 The record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held;

11.2 The record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the
Directors is necessary, shall be the day on which the first written consent is
expressed;

11.3 The record date for determining stockholders for any purpose other than
those specified in Section 11.1 and 11.2 shall be at the close of business on
the day on which the Board adopts the resolution relating thereto. When a
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this Section 2.5 such determination
shall apply to any adjournment thereof, unless the Board fixes a new record date
for the adjourned meeting.

ARTICLE IV

Directors

1. Powers: The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors, which may exercise all the powers
of the corporation and do all such lawful acts and things as are not by law or
by the Certificate of Incorporation or by these By-Laws directed or required to
be exercised or done by the

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<PAGE> 5
stockholders.

2. Number; Qualification; Term of Office: The Board of Directors shall consist
of one or more members. The total number of Directors shall be fixed initially
by the incorporators and may thereafter be changed from time to time by action
of the stockholders or the Directors. Directors need not be stockholders. Each
Director shall hold office until his successor is elected and qualified, or
until his earlier death, resignation or removal.

3. Election of Directors: The Board of Directors shall be elected at the annual
meeting, or in lieu thereof at any special meeting, of stockholders in the
manner prescribed by law, by the Certificate of Incorporation and by these
By-Laws.

4. Newly Created Directorships and Vacancies: Unless otherwise provided in the
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors elected by all
of the stockholders having the right to vote as a single class may be filled by
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director, or by the stockholders by a majority of the
stock present or represented by proxy at a special meeting of stockholders
called for that purpose. A Director elected to fill a vacancy shall be elected
to hold office until his successor is elected and qualified, or until his
earlier death, resignation or removal. If there are no Directors in office, then
an election of Directors may be held in the manner provided by law. In the event
of a vacancy in the Board of Directors, the remaining Directors, except as
otherwise required by law or these By-Laws, may exercise the power of the full
Board of Directors until the vacancy is filled.

5. Resignations and Removal of Directors: Any Director may resign at any time by
written notice to the Corporation. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event. Any Director may be removed from office with or
without cause by the stockholders upon the vote of the holders of a majority of
stock then issued and outstanding and entitled to vote thereon or in such manner
as may be provided in the Certificate of Incorporation.

6. Regular Meetings: Regular meetings of the Board of Directors may be held
without notice at such times and places as the Directors may determine from time
to time; provided that any Director who is absent when such a determination is
made shall be given prompt notice of such determination. The first meeting of
the Board of Directors following the annual meeting of the stockholders may be
held without notice immediately after and at the same place as the annual
meeting of the stockholders or the special meeting held in lieu thereof.

7. Special Meetings and Notice: Special meetings of the Board of Directors may
be called at any time by the President, Treasurer or by any Director. Notice of
a special

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meeting shall be given by the Secretary, an Assistant Secretary or the person
calling the meeting to each Director in person or by telephone, telex, telecopy,
telegram or cable sent to his last known business or home address, at least
twenty-four (24) hours in advance of the meeting, or by written notice mailed to
his business or home address, at least forty-eight (48) hours in advance of the
meeting. Notice of a meeting need not be given to any Director, if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him. Any
notice given hereunder shall state the place, date and hour of the meeting, but
need not specify the purposes of the meeting except that if an amendment to
these By-Laws or any matter referred to in Article VII or Paragraphs 5 and 6 of
Article VIII of these By-Laws shall be a purpose of the meeting, the same shall
be so stated in the notice.

8. Quorum; Voting and Adjournments: Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, a majority of the total number
of Directors then in office shall constitute a quorum at any meeting of the
Directors, and the act of a majority of the Directors present at a meeting at
which a quorum shall be present shall be the act of the Board of Directors. Any
meeting of Directors may be adjourned to any other time and place as a majority
of those Directors present at such meeting and voting shall determine whether or
not a quorum of Directors shall be present.

9. Action Without Meeting: Any action required or permitted to be taken at any
meeting of the Directors may be taken without a meeting, if a written consent
thereto is signed by all the Directors then in office and such written consent
is filed with the records of the meetings of the Directors. Such consent shall
be treated as a vote for all purposes.

10. Telephonic Meetings: Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors or of any
committee thereof may participate in a meeting of the Board of Directors or of
any committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

11. Committees: The Board of Directors may, in its discretion, by resolution
passed by a majority of the whole Board, designate one (1) or more committees,
each committee to consist of one (1) or more of the Directors of the corporation
and which shall have and may exercise, except as may be otherwise limited by
law, such powers and authority, including those possessed by the Board of
Directors itself, as shall be conferred or authorized by the resolutions
appointing it. The Board of Directors shall have the power at any time to
discharge, change the membership of, fill vacancies in, or designate one or more
directors as alternate members of any such committee. Written minutes of all
proceedings of any such committee shall be kept and made available to each
Director, at his request. Except as the Board of Directors may otherwise
determine, a majority of the Directors then constituting the membership of any
such committee shall constitute a

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quorum for the transaction of business, except that when a committee shall have
only one (1) Director, then one (1) Director shall constitute a quorum. When a
quorum is present at any meeting of any such committee, a majority of those
present and voting shall be requisite and sufficient to effect any action, or to
decide any question or measure presented to the meeting, unless a larger vote
shall be required by law or by other provisions of these By-Laws or by the Board
of Directors.

Notice shall be provided to each committee member in accordance with
Section 7 of this Article, as if such committee meeting were a meeting of the
Directors.

In the event of absence or disqualification of any member of any
committee designated by the Board of Directors, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.

ARTICLE V

Officers

1. Officers: The officers of the corporation shall be elected by the Board of
Directors and shall consist of a President, a Treasurer, a Secretary and such
other officers, including without limitation a Chairman of the Board of
Directors and one or more Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Directors may from time to time determine. Such other
officers shall have such duties and powers as shall be designated from time to
time by the Board of Directors or the chief executive officer, and they shall be
responsible to and shall report to the chief executive officer or to such other
officer as the chief executive officer or the Board of Directors shall
designate. If authorized by resolution of the Board of Directors, the chief
executive officer may be empowered to appoint from time to time Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these By-Laws otherwise
provide.

2. Tenure: Each officer of the Corporation shall hold office until his successor
is elected and qualified, unless a different term is specified in the vote
electing or appointing him, or until his earlier death, resignation or removal.

3. Removal: The Directors may remove any officer elected or appointed by them
with or without cause upon the vote of the Directors then in office.

4. Resignation: Any officer may resign at any time by delivering his written
resignation to the Corporation at its principal office or to the chief executive
officer or Secretary. Such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

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5. Vacancies: Vacancies in any office may be filled by the Directors.

6. Certain Duties and Powers: The officers designated below, subject at all
times to modification by and to the direction and control of the Directors,
shall have and may exercise the respective duties and powers set forth below:

A. The Chairman of the Board of Directors: The Chairman of the Board of
Directors, if there be one, shall, when present, preside at all meetings of the
Directors.

B. President: The President shall be the chief executive officer of the
corporation and shall have general supervision and control of its business.
Unless otherwise provided by the Directors, he shall preside, when present, at
all meetings of stockholders, and, if a director, at all meetings of Directors
unless there be a Chairman of the Board of Directors who is present at the
meeting.

C. Treasurer: The Treasurer shall be the chief financial officer of the
corporation and shall have general charge of the financial affairs of the
corporation and shall keep or cause to be kept accurate books of account. He
shall have custody of all funds, securities and valuable documents of the
corporation.

D. Secretary: The Secretary shall keep a true record of the proceedings
of all meetings of the stockholders and Directors of the corporation. In the
absence of the Secretary from any such meeting, an Assistant Secretary, if there
be one, otherwise a temporary Secretary shall be chosen by the person presiding
at the meeting, and he shall so record the proceedings thereof. Unless a
transfer agent is appointed, the Secretary shall also keep or cause to be kept
the stock transfer books of the corporation.

In addition, except as otherwise required by law, these By-Laws or the
Certificate of Incorporation, and subject to modification by and to the
direction and control of the Board of Directors, each officer shall have in
addition to the above duties and powers, such duties and powers as are
customarily incident to his office.

ARTICLE VI

Capital Stock

1. Certificates of Stock: Unless the Directors provide by resolution or
resolutions that some or all of any or all classes or series of the
corporation's stock shall be uncertificated shares, the shares of the
corporation shall be represented by certificates. Any such resolution shall not
apply to shares represented by a certificate unless such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the Directors, every holder of stock represented by certificates
and upon request every holder of uncertificated shares shall be entitled to one
or more certificates signed by the Chairman or Vice-Chairman of the Board of
Directors or by the President or a Vice

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<PAGE> 9

President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary representing the number of shares registered in certificate
form. Any or all the signatures on the certificate may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect, as if he were such officer,
transfer agent or registrar at the date of issue.

2. Legends: Every certificate issued for shares of stock at a time when such
shares are subject to any restriction on transfer pursuant to the Certificate of
Incorporation, these By-Laws or any agreement among any stockholders or among
any such stockholders and the corporation shall have the restriction noted
conspicuously on the certificate and shall also set forth on the face or back of
the certificate either (i) the full text of the restriction or (ii) a statement
of the existence of such restriction and a statement that the corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.

Every certificate issued for shares of stock at a time when the
corporation is authorized to issue more than one class or series of stock shall
set forth on the face or back of the certificate either (i) the full text or a
summary of the powers, designations, preferences, and relative, participating,
optional or other special rights of the shares of each class and series, if any,
authorized to be issued, or (ii) a statement of the existence of such powers,
designations, preferences and relative, participating, optional or other special
rights and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

In the event the Directors have authorized uncertificated stock, within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owners thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to law and these By-Laws, or with respect to uncertificated stock
issued at a time when the corporation is authorized to issue more than one class
or series of stock, a statement that the corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

3. Transfers: The Directors may appoint a transfer agent and a registrar of
transfers or either and require all stock certificates to bear their signatures.
Transfers of shares of capital stock of the corporation shall be made only on
the books of the corporation by the registered holder thereof or by his duly
authorized attorney appointed by a power of attorney duly executed and filed
with the Secretary of the corporation or a transfer agent, and on surrender of
the certificate or certificates for such shares properly endorsed. The Directors
may make such additional rules and regulations not inconsistent with law, with

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<PAGE> 10

the Certificate of Incorporation or with these By-Laws as it deems expedient
relative to the issue, transfer and registration of stock certificates.

4. Pledges: Transferees of stock of the corporation transferred as collateral
security shall be entitled to a new certificate therefor if the instrument of
transfer substantially describes the debt or duty which is intended to be
secured thereby. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
and on the face of any new certificate issued therefor if, when the certificates
are presented to the corporation for transfer or uncertificated shares are
requested to be transferred, both the transferor and the transferee request the
corporation to do so.

5. Replacement of Certificates: In case of the alleged loss, destruction or
mutilation of a certificate of stock issued by the corporation, a duplicate
certificate may be issued in place thereof, upon such terms as the Directors may
prescribe.

ARTICLE VII

Indemnification

1. Indemnification of Officers and Directors: The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent and in the manner set forth in and permitted by
the General Corporation Law, and any other applicable law, as from time to time
in effect. Such rights of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled apart from the
foregoing provisions. The foregoing provisions of this Article VII, Paragraph 1,
shall be deemed to be a contract between the Corporation and each director and
officer who serves in such capacity at any time while this Article VII and the
relevant provisions of the General Corporation Law and other applicable law, if
any, are in effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding thereto or thereafter
brought or threatened based in whole or in part upon any such state of facts.

2. Indemnification of Other Persons: The Corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was an employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other

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enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the extent and in the manner set forth
in and permitted by the General Corporation Law, and any other applicable law,
as from time to time in effect. Such right of indemnification shall not be
deemed exclusive of any other rights to which any such person may be entitled
apart from the foregoing provisions.

3. Miscellaneous: Notwithstanding anything contained in and without
limiting the generality of the foregoing provisions:

A. The extent of the rights of indemnification, as hereinabove set forth,
shall include, without limitation, all liabilities, costs and expenses of
defending, compromising or settling any action, suit or other proceeding, and
the satisfaction of any judgment or decree entered or rendered therein,
including the payment of fines or penalties imposed in criminal actions or
proceedings.

B. The termination of any action, suit or proceeding, civil or criminal,
by judgment, order, settlement (whether with or without court approval),
conviction, or upon a plea of guilty or nolo contendere, or its equivalent,
shall not create a presumption that the person did not meet the standard of
conduct required under the General Corporation Law, or any other applicable law,
in order to be entitled to indemnification as hereinabove provided.

C. Expenses incurred by any person who may have a right of
indemnification under this By-Law in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding to the extent permitted by the General
Corporation Law, and any other applicable law, as from time to time in effect,
when approved by the Board of Directors.

ARTICLE VIII

Miscellaneous Provisions

1. Fiscal Year: The fiscal year of the Corporation shall be determined, and may
be changed, by the Board of Directors.

2. Seal: The seal of the corporation shall, subject to alteration by the
Directors, bear its name, the word "Delaware," and the year of its
incorporation.

3. Execution of Instruments: Except as otherwise authorized by the Board of
Directors, all deeds, mortgages, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the Chairman of the Board, the
President, any Vice President or the

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Treasurer except as the Directors may generally or in particular cases otherwise
determine.

4. Voting of Securities: Except as the Directors may otherwise designate, the
Chairman or the President may waive notice of, and act, or appoint any other
person or persons to waive notice of or act, as proxy or attorney in fact for
this corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation; and may as such proxy or
attorney for this corporation (with or without power of substitution), consent
to, and sign in writing, any action in lieu of any such meeting.

5. Amendments: These By-Laws may be altered, amended or repealed by the
stockholders or, if so authorized by the Certificate of Incorporation, by the
Directors, at any meeting of the stockholders or of the Directors; provided,
however, that notice of the substance of any such alteration, amendment or
repeal be contained in the notice of such meeting.

6. Ratification: Any transaction may be ratified by the Board of Directors or by
the stockholders; and if so ratified, shall have the same force and effect as if
the questioned transaction had been originally duly authorized, and said
ratification shall be binding upon the corporation and its stockholders and
shall constitute a bar to any claim or execution of any judgment in respect of
such questioned transaction.

7. Reliance on Records: Each officer, Director or member of any committee
designated by the Board of Directors in the manner hereinbefore provided shall
in the performance of his duties be fully protected in relying in good faith
upon the books of account or reports made to the corporation by any of its
officials, or by an independent certified public accountant, or by an appraiser
selected with reasonable care by the Board of Directors or by any committee, or
in relying in good faith upon other records of the corporation.

<PAGE> 1

EXHIBIT 3.4

AMENDED AND RESTATED BY-LAWS

ECLIPSYS CORPORATION
<PAGE> 2
AMENDED AND RESTATED BY-LAWS

TABLE OF CONTENTS

<TABLE>
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ARTICLE 1 - Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Voting List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.8 Voting and Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.9 Action at Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.10 Nomination of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.11 Notice of Business at Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 Action without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.13 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 2 - Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1 General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.2 Number; Election and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.3 Classes of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Terms of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5 Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.6 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.7 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.8 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.9 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.10 Notice of Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.11 Meetings by Telephone Conference Calls . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.12 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.13 Action at Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.14 Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.15 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.16 Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.17 Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 3 - Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.1 Enumeration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.2 Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
3.3 Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.4 Tenure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.5 Resignation and Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.6 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.7 Chairman of the Board and Vice Chairman of the Board . . . . . . . . . . . . . . . . . . . 10
3.8 President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.9 Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.10 Secretary and Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.11 Treasurer and Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.12 Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 4 - Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.1 Issuance of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Certificates of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.3 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.4 Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.5 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 5 - General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.2 Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.3 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.4 Voting of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.5 Evidence of Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.6 Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.7 Transactions with Interested Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.9 Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 6 - Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.1 By the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.2 By the Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.3 Certain Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

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<PAGE> 4
AMENDED AND RESTATED BY-LAWS

ECLIPSYS CORPORATION

ARTICLE 1 - Stockholders

1.1 Place of Meetings. All meetings of stockholders shall be held
at such place within or without the State of Delaware as may be designated from
time to time by the Board of Directors or the President or, if not so
designated, at the registered office of the corporation.

1.2 Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held within six months after
the end of each fiscal year of the corporation on a date to be fixed by the
Board of Directors or the President (which date shall not be a legal holiday in
the place where the meeting is to be held) at the time and place to be fixed by
the Board of Directors or the President and stated in the notice of the
meeting. If no annual meeting is held in accordance with the foregoing
provisions, the Board of Directors shall cause the meeting to be held as soon
thereafter as convenient. If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same
effect as if it had been taken at the annual meeting, and in such case all
references in these By-Laws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting.

1.3 Special Meetings. Special meetings of stockholders may be
called at any time by the Chairman of the Board of Directors, the President or
the Board of Directors. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

1.4 Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. The notices of
all meetings shall state the place, date and hour of the meeting. The notice of
a special meeting shall state, in addition, the purpose or purposes for which
the meeting is called. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.
<PAGE> 5
1.5 Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, at a place within the city
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time of the meeting, and may
be inspected by any stockholder who is present.

1.6 Quorum. Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business.

1.7 Adjournments. Any meeting of stockholders may be adjourned to
any other time and to any other place at which a meeting of stockholders may be
held under these By-Laws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
Secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting.

1.8 Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-Laws. Each stockholder of record entitled to vote at
a meeting of stockholders, or to express consent or dissent to corporate action
in writing without a meeting, may vote or express such consent or dissent in
person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the Secretary of the corporation. No such proxy shall be voted or acted
upon after three years from the date of its execution, unless the proxy
expressly provides for a longer period.

1.9 Action at Meeting. When a quorum is present at any meeting,
the holders of a majority of the stock present or represented and voting on a
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a
majority of the stock of that class present or

2
<PAGE> 6
represented and voting on a matter) shall decide any matter to be voted upon by
the stockholders at such meeting, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these By-Laws.
Any election by stockholders shall be determined by a plurality of the votes
cast by the stockholders entitled to vote at the election.

1.10 Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the Board of Directors of the
corporation at a meeting of stockholders may be made by the Board of Directors
or by any stockholder of the corporation entitled to vote for the election of
directors at such meeting who complies with the notice procedures set forth in
this Section 1.10. Such nominations, other than those made by or on behalf of
the Board of Directors, shall be made by notice in writing delivered or mailed
by first class United States mail, postage prepaid, to the Secretary, and
received not less than 60 days nor more than 90 days prior to such meeting;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the meeting is given to stockholders, such nomination shall have
been mailed or delivered to the Secretary not later than the close of business
on the 10th day following the date on which the notice of the meeting was
mailed or such public disclosure was made, whichever occurs first. Such notice
shall set forth (a) as to each proposed nominee (i) the name, age, business
address and, if known, residence address of each such nominee, (ii) the
principal occupation or employment of each such nominee, (iii) the number of
shares of stock of the corporation which are beneficially owned by each such
nominee, and (iv) any other information concerning the nominee that must be
disclosed as to nominees in proxy solicitations pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to be named as a nominee and to serve as a director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the corporation's books, of such stockholder and
(ii) the class and number of shares of the corporation which are beneficially
owned by such stockholder. The corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as a director of
the corporation.

The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

1.11 Notice of Business at Annual Meetings. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought

3
<PAGE> 7
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before an annual meeting by a stockholder. For
business to be properly brought before an annual meeting by a stockholder, if
such business relates to the election of directors of the corporation, the
procedures in Section 1.10 must be complied with. If such business relates to
any other matter, the stockholder must have given timely notice thereof in
writing to the Secretary. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the date on which such notice of
the date of the meeting was mailed or such public disclosure was made,
whichever occurs first. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (c) the class and number of shares
of the corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 1.11
and except that any stockholder proposal which complies with Rule 14a-8 of the
proxy rules (or any successor provision) promulgated under the Securities
Exchange Act of 1934, as amended, and is to be included in the corporation's
proxy statement for an annual meeting of stockholders shall be deemed to comply
with the requirements of this Section 1.11.

The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 1.11, and if he
should so determine, the chairman shall so declare to the meeting that any such
business not properly brought before the meeting shall not be transacted.

1.12 Action without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office in Delaware
by hand or certified or registered mail, return receipt requested, to its
principal place of business or to an officer or agent of the corporation having
custody of the book in

4
<PAGE> 8
which proceedings of meetings of stockholders are recorded. Each such written
consent shall bear the date of signature of each stockholder who signs the
consent. No written consent shall be effective to take the corporate action
referred to therein unless written consents signed by a number of stockholders
sufficient to take such action are delivered to the corporation in the manner
specified in this paragraph within sixty days of the earliest dated consent so
delivered.

If action is taken by consent of stockholders and in accordance with
the foregoing, there shall be filed with the records of the meetings of
stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders,
prompt notice of the taking of such action without a meeting shall be given to
those who have not consented in writing and a certificate signed and attested
to by the Secretary of the corporation that such notice was given shall be
filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would
have required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

Notwithstanding the foregoing, if at any time the corporation shall
have a class of stock registered pursuant to the provisions of the Securities
Exchange Act of 1934, as amended, for so long as such class is registered, any
action by the stockholders of such class must be taken at an annual or special
meeting of stockholders and may not be taken by written consent.

1.13 Organization. The Chairman of the Board, or in his absence
the Vice Chairman of the Board designated by the Chairman of the Board, or the
President, in the order named, shall call meetings of the stockholders to
order, and shall act as chairman of such meeting; provided, however, that the
Board of Directors may appoint any stockholder to act as chairman of any
meeting in the absence of the Chairman of the Board. The Secretary of the
corporation shall act as secretary at all meetings of the stockholders; but in
the absence of the Secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the meeting.

5
<PAGE> 9
ARTICLE 2 - Directors

2.1 General Powers. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these By-Laws. In the event of a
vacancy in the Board of Directors, the remaining directors, except as otherwise
provided by law, may exercise the powers of the full Board until the vacancy is
filled.

2.2 Number; Election and Qualification. The number of directors
which shall constitute the whole Board of Directors shall be determined by
resolution of the Board of Directors, but in no event shall be less than three.
The number of directors may be decreased at any time and from time to time by a
majority of the directors then in office, but only to eliminate vacancies
existing by reason of the death, resignation, removal or expiration of the term
of one or more directors. The directors shall be elected at the annual meeting
of stockholders by such stockholders as have the right to vote on such
election. Directors need not be stockholders of the corporation.

2.3 Classes of Directors. The Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III. No one class
shall have more than one director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the designated number of
directors by three, then, if such fraction is one-third, the extra director
shall be a member of Class I, and if such fraction is two-thirds, one of the
extra directors shall be a member of Class I and one of the extra directors
shall be a member of Class II, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

2.4 Terms of Office. Each director shall serve for a term ending
on the date of the third annual meeting following the annual meeting at which
such director was elected; provided, that each initial director in Class I
shall serve for a term ending on the date of the annual meeting of stockholders
in 1999; each initial director in Class II shall serve for a term ending on the
date of the annual meeting of stockholders in 2000; and each initial director
in Class III shall serve for a term ending on the date of the annual meeting of
stockholders in 2001; and provided further, that the term of each director
shall be subject to the election and qualification of his successor and to his
earlier death, resignation or removal.

2.5 Allocation of Directors Among Classes in the Event of
Increases or Decreases in the Number of Directors. In the event of any
increase or decrease in the authorized number of directors, (i) each director
then serving as such shall nevertheless continue as a director of the class of
which he is a member and (ii) the newly created or eliminated directorships
resulting from such increase or decrease

6
<PAGE> 10
shall be apportioned by the Board of Directors among the three classes of
directors so as to ensure that no one class has more than one director more
than any other class. To the extent possible, consistent with the foregoing
rule, any newly created directorships shall be added to those classes whose
terms of office are to expire at the latest dates following such allocation,
and any newly eliminated directorships shall be subtracted from those classes
whose terms of offices are to expire at the earliest dates following such
allocation, unless otherwise provided from time to time by resolution adopted
by the Board of Directors. The initial members of each class immediately
following the effective date of these Amended and Restated By-laws shall be
determined by resolution adopted by the Board of Directors.

2.6 Vacancies. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from an enlargement of the Board,
shall be filled only by vote of a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, and a director chosen to fill a position resulting from
an increase in the number of directors shall hold office until the next
election of the class for which such director shall have been chosen, subject
to the election and qualification of his successor and to his earlier death,
resignation or removal.

2.7 Resignation. Any director may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

2.8 Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place, either within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination
is made shall be given notice of the determination. A regular meeting of the
Board of Directors may be held without notice immediately after and at the same
place as the annual meeting of stockholders.

2.9 Special Meetings. Special meetings of the Board of Directors
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, President, two or more
directors, or by one director in the event that there is only a single director
in office.

2.10 Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer
or one of the directors calling the meeting. Notice shall be duly given to
each director (i) by giving notice to such director in person or by telephone
at least 24 hours in advance of the meeting, (ii) by sending a telegram,
telecopy, or telex, or delivering written notice by

7
<PAGE> 11
hand, to his last known business or home address at least 24 hours in advance
of the meeting, or (iii) by mailing written notice to his last known business
or home address at least 72 hours in advance of the meeting. A notice or
waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting.

2.11 Meetings by Telephone Conference Calls. Directors or any
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.

2.12 Quorum. A majority of the directors at any time in office
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such
director so disqualified; provided, however, that in no case shall less than
one-third (1/3) of the number so fixed constitute a quorum. In the absence of
a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement at
the meeting, until a quorum shall be present.

2.13 Action at Meeting. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

2.14 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the
written consents are filed with the minutes of proceedings of the Board or
committee.

2.15 Removal. Directors of the corporation may be removed only for
cause by the affirmative vote of the holders of seventy-five percent (75%) of
the shares of capital stock of the corporation issued and outstanding and
entitled to vote.

2.16 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place

8
<PAGE> 12
of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it. Each
such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these By-laws for the Board of Directors.

2.17 Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

ARTICLE 3 - Officers

3.1 Enumeration. The officers of the corporation shall consist of
a President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

3.2 Election. The President, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

3.3 Qualification. No officer need be a stockholder. Any two or
more offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws, each officer shall hold
office until his successor is elected and qualified, unless a different term
is specified in the vote choosing or appointing him, or until his earlier
death, resignation or removal.

3.5 Resignation and Removal. Any officer may resign by delivering
his written resignation to the corporation at its principal office or to the
President or

9
<PAGE> 13
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an
officer for any period following his resignation or removal, or any right to
damages on account of such removal, whether his compensation be by the month or
by the year or otherwise, unless such compensation is expressly provided in a
duly authorized written agreement with the corporation.

3.6 Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Secretary. Each such successor shall hold office for
the unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

3.7 Chairman of the Board and Vice Chairman of the Board. The
Board of Directors may appoint a Chairman of the Board. If the Board of
Directors appoints a Chairman of the Board, he shall perform such duties and
possess such powers as are assigned to him by the Board of Directors. If the
Board of Directors appoints a Vice Chairman of the Board, he shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties and possess such other powers as may from time to time be vested in him
by the Board of Directors.

3.8 President. The President shall, subject to the direction of
the Board of Directors, have general charge and supervision of the business of
the corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a director, at all
meetings of the Board of Directors. Unless the Board of Directors has
designated the Chairman of the Board or another officer as Chief Executive
Officer, the President shall be the Chief Executive Officer of the corporation.
The President shall perform such other duties and shall have such other powers
as the Board of Directors may from time to time prescribe.

3.9 Vice Presidents. Any Vice President shall perform such duties
and possess such powers as the Board of Directors or the President may from
time to time prescribe. In the event of the absence, inability or refusal to
act of the President, the Vice President (or if there shall be more than one,
the Vice Presidents in the order determined by the Board of Directors) shall
perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions

10
<PAGE> 14
upon the President. The Board of Directors may assign to any Vice President
the title of Executive Vice President, Senior Vice President or any other title
selected by the Board of Directors.

3.10 Secretary and Assistant Secretaries. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on
documents.

Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

3.11 Treasurer and Assistant Treasurers. The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned to him by the Board of Directors or the President. In addition, the
Treasurer shall perform such duties and have such powers as are incident to the
office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the corporation, to deposit
funds of the corporation in depositories selected in accordance with these
By-Laws, to disburse such funds as ordered by the Board of Directors, to make
proper accounts of such funds, and to render as required by the Board of
Directors statements of all such transactions and of the financial condition of
the corporation.

The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the President or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

11
<PAGE> 15
3.12 Salaries. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.

ARTICLE 4 - Capital Stock

4.1 Issuance of Stock. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any unissued balance of the authorized
capital stock of the corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such consideration and on such terms as the Board of Directors may
determine.

4.2 Certificates of Stock. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and
class of shares owned by him in the corporation. Each such certificate shall
be signed by, or in the name of the corporation by, the Chairman or Vice
Chairman, if any, of the Board of Directors, or the President or a Vice
President, and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation. Any or all of the signatures on the
certificate may be a facsimile.

Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
By-Laws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.

4.3 Transfers. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by
the Certificate of Incorporation or by these By-Laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the
right to vote with respect to such stock, regardless of any transfer, pledge or
other disposition of

12
<PAGE> 16
such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-Laws.

4.4 Lost, Stolen or Destroyed Certificates. The corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and conditions
as the Board of Directors may prescribe, including the presentation of
reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

4.5 Record Date. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to notice
of or to vote at any meeting of stockholders, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action to which such record date relates.

If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day before the day on which notice is
given, or, if notice is waived, at the close of business on the day before the
day on which the meeting is held. The record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

ARTICLE 5 - General Provisions

5.1 Fiscal Year. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the corporation shall begin on
the first day of January in each year and end on the last day of December in
each year.

5.2 Corporate Seal. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

5.3 Waiver of Notice. Whenever any notice whatsoever is required
to be given by law, by the Certificate of Incorporation or by these By-Laws, a
waiver of

13
<PAGE> 17
such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver,
or the appearance of such person or persons at such meeting in person or by
proxy, shall be deemed equivalent to such notice.

5.4 Voting of Securities. Except as the directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

5.5 Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.

5.6 Certificate of Incorporation. All references in these By-Laws
to the Certificate of Incorporation shall be deemed to refer to the Certificate
of Incorporation of the corporation, as amended and in effect from time to
time.

5.7 Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of Directors or a
committee of the Board of Directors which authorizes the contract or
transaction or solely because his or their votes are counted for such purpose,
if:

(1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in
good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum;

(2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or

14
<PAGE> 18
(3) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by
the Board of Directors, a committee of the Board of Directors, or the
stockholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

5.8 Severability. Any determination that any provision of these
By-Laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-Laws.

5.9 Pronouns. All pronouns used in these By-Laws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

ARTICLE 6 - Amendments

6.1 By the Board of Directors. These By-Laws may be altered,
amended or repealed or new by-laws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the
Board of Directors at which a quorum is present.

6.2 By the Stockholders. Except as otherwise provided in Section
6.3, these By-Laws may be altered, amended or repealed or new by-laws may be
adopted by the affirmative vote of the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at any regular or special meeting of stockholders, provided notice of such
alteration, amendment, repeal or adoption of new by-laws shall have been stated
in the notice of such regular or special meeting.

6.3 Certain Provisions. Notwithstanding any other provision of
law, the Certificate of Incorporation or these By-Laws, and notwithstanding the
fact that a lesser percentage may be specified by law, the affirmative vote of
the holders of at least seventy-five percent (75%) of the shares of the capital
stock of the corporation issued and outstanding and entitled to vote shall be
required to amend or repeal, or to adopt any provision inconsistent with
Section 1.3, Section 1.10, Section 1.11, Section 1.12, Section 1.13, Article 2
or Article 6 of these By-Laws.

<PAGE> 1
EXHIBIT 4.1

<TABLE>
<S> <C> <C>
[ECLIPSYS CORPORATION LOGO]

NUMBER SHARES
IC
ECLIPSYS CORPORATION

THIS CERTIFICATE IS TRANSFERABLE INCORPORATED UNDER THE SEE REVERSE FOR CERTAIN DEFINITIONS
IN THE CITIES OF BOSTON OR NEW YORK LAWS OF THE
COMMON STOCK STATE OF DELAWARE CUSIP 278856 10 9

THIS CERTIFIES THAT

IS THE OWNER OF
</TABLE>

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE OF

============================= ECLIPSYS CORPORATION =============================

transferable on the books of the Corporation only by the registered holder
hereof, in person or by duly authorized Attorney, upon surrender of this
Certificate properly endorsed. This Certificate shall not be valid until
countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and sealed
with the facsimile seal of the Corporation.

Dated:

/s/ T. JACK RISENHOOVER [SEAL] /s/ HARVEY J. WILSON
SECRETARY PRESIDENT

COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR

BY [SIG]
AUTHORIZED SIGNATURE

<TABLE>
<CAPTION>
LOGO IS FOR POSITION ONLY
- --------------------------------------- --------------------------------------------------------
<S> <C>

AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: TRICIA O'CONNOR: 215-830-2154
660 BLAIR MILL ROAD PROOF OF MAY 4, 1998
HORSHAM, PA 19044 ECLIPSYS CORPORATION
(215)657-3480 H 56158fc
- --------------------------------------- --------------------------------------------------------
SALES: A. HOBBS: 404-525-1455 OPERATOR: MT/MT/eg
- --------------------------------------- --------------------------------------------------------
/NET/BANKNOTE/HOME57/ECLIPSYS/56158 REV 2
- --------------------------------------- --------------------------------------------------------
</TABLE>

<PAGE> 2

ECLIPSYS CORPORATION

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS, THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS
APPLICABLE TO EACH CLASS OF STOCK OF THE CORPORATION AND THE VARIATIONS IN
RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES).
SUCH REQUEST MAY BE MADE TO THE CORPORATION AT ITS PRINCIPAL OFFICE.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties -------- -------------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as tenants under Uniform Gifts to Minors
in common Act
------------------------------
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, ____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------------------

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

- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

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

Shares
- -------------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint Attorney
---------------------------------------

- -------------------------------------------------------------------------------
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.

Dated_________________

--------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:
--------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

- --------------------------------------- --------------------------------------------------------
<S> <C>

AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: TRICIA O'CONNOR: 215-830-2154
660 BLAIR MILL ROAD PROOF OF APRIL 8, 1998
HORSHAM, PA 19044 ECLIPSYS CORPORATION
(215) 657-3480 H 56158bk
- --------------------------------------- --------------------------------------------------------
SALES: A. HOBBS: 404-525-1455 OPERATOR: MT
- --------------------------------------- --------------------------------------------------------
/NET/BANKNOTE/HOME57/V2/ECLIPSYS/56158 NEW
- --------------------------------------- --------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 5

[HALE AND DORR LETTERHEAD]

June __, 1998

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

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-50781) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an aggregate of 5,405,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of Eclipsys Corporation, a Delaware corporation (the
"Company"), of which (i) up to 4,830,000 Shares (including 630,000 Shares
issuable upon exercise of an over-allotment option granted by the Company) will
be issued and sold by the Company and (ii) up to the remaining 575,000 Shares
(including 75,000 Shares to be sold upon exercise of an over-allotment option
granted by a stockholder of the Company (the "Selling Stockholder)) will be
sold by the Selling Stockholder.

The Shares are to be sold by the Company and the Selling Stockholder
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into by and among the Company, the Selling Stockholder and Morgan
Stanley & Co. Incorporated, BancAmerica Robertson Stephens, Lehman Brothers
Inc., and Smith Barney Inc., and various international affiliates of the
foregoing, as representatives of the several underwriters named in such
Underwriting Agreement, the form of which has been filed as Exhibit 1 to the
Registration Statement.

We are acting as counsel for the Company in connection with the sale
by the Company and the Selling Stockholder of the Shares. We have examined
signed copies of the Registration Statement as filed with the Commission. We
have also examined and relied upon minutes of meetings of the stockholders and
the Board of Directors of the Company as provided to us by the Company, stock
record books of the Company as provided to us by the Company, the Second
Amended and Restated Certificate of Incorporation and By-Laws of the Company,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.
<PAGE> 2
Eclipsys Corporation
June , 1998
Page 2

In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies, the authenticity of the originals of such latter
documents and the legal competence of all signatories to such documents.

Our opinion in clause (ii) below, insofar as it relates to the Selling
Stockholder's shares being fully paid, is based solely on a certificate of the
Chief Financial Officer of the Company.

We assume that the appropriate action will be taken, prior to the
offer and sale of the Shares in accordance with the Underwriting Agreement, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws.

We express no opinion herein as to the laws of any state or
jurisdiction other than the Delaware General Corporation Law and the federal
laws of the United States of America. To the extent that any other laws govern
the matters as to which we are opining herein, we have assumed that such laws
are identical to the state laws of the State of Delaware, and we are expressing
no opinion herein as to whether such assumption is reasonable or correct.

Based upon and subject to the foregoing, we are of the opinion that
(i) the Shares to be issued and sold by the Company have been duly authorized
for issuance and, when such Shares are issued and paid for in accordance with
the terms and conditions of the Underwriting Agreement, such Shares will be
validly issued, fully paid and nonassessable and (ii) the Shares to be sold by
the Selling Stockholder have been duly authorized and are validly issued, fully
paid and nonassessable.

It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.

Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments
which might affect any matters or opinions set forth herein.
<PAGE> 3
Eclipsys Corporation
June , 1998
Page 3

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

HALE AND DORR LLP

<PAGE> 1
EXHIBIT 10.3A

AMENDMENT TO WARRANT

This Amendment to Warrant is made as of this ____ day of June, 1998,
by and between Eclipsys Corporation, a Delaware corporation (the "Company"),
and First Union Corporation, a North Carolina corporation (the
"Warrantholder").

WITNESSETH:

WHEREAS, the Company issued to the Warrantholder a certain Warrant to
Purchase 1,124,822 Shares of Non-Voting Common Stock, No.1, dated January 24,
1997 (the "Warrant"); and

WHEREAS, the Company has requested that the Warrantholder agree to a
modification to the original terms of the Warrant in order to facilitate the
Company's initial public offering, and the Warrantholder has agreed to make
such modification;

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1. Capitalized terms used but not otherwise defined herein shall have
the respective meanings given to them in the Warrant.

2. The Warrant is hereby amended to reflect that, notwithstanding the
provisions of Section 2.2(a) of the Warrant and Schedule 1 attached thereto, in
the event the Company effects a Complete Redemption on or prior to July 14,
1998, the Warrant shall thereafter be exercisable to purchase a maximum of
503,803 shares of Class B Common Stock. In furtherance of this agreement, the
references to "6/30/98" and "7/1/98" in Section 1 of Schedule 1 attached to the
Warrant shall be amended to refer to "7/31/98" and "8/01/98", respectively.

3. As modified hereby, the Warrant is hereby confirmed to be in full
force and effect.

4. This Amendment may be executed in multiple counterpart copies.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.

ECLIPSYS CORPORATION FIRST UNION CORPORATION

By: /s/ Robert J. Vanaria By: /s/ Frederick W. Eubank, II
------------------------- ------------------------------
Name: Robert J. Vanaria Name: Frederick W. Eubank, II
Title: CFO Title: Senior Vice President

<PAGE> 1
EXHIBIT 10.4A

AMENDMENT TO WARRANT

This Amendment to Warrant is made as of this ____ day of June, 1998, by
and between Eclipsys Corporation, a Delaware corporation (the "Company"), and
BT Investment Partners, Inc., a Delaware corporation (the "Warrantholder").

WITNESSETH:

WHEREAS, the Company issued to the Warrantholder a certain Warrant to
Purchase 674,893 Shares of Non-Voting Common Stock, No. 2, dated January 24,
1997 (the "Warrant"); and

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1. Capitalized terms used but not otherwise defined herein shall have
the respective meanings given to them in the Warrant.

2. The Warrant is hereby amended to reflect that, notwithstanding the
provisions of Section 2.2(a) of the Warrant and Schedule 1 attached thereto, in
the event the Company effects a Complete Redemption on or prior to July 14,
1998, the Warrant shall thereafter be exercisable to purchase a maximum of
302,281 shares of Class B Common Stock. In furtherance of this agreement, the
references to "6/30/98" and "7/1/98" in Section 1 of Schedule 1 attached to the
Warrant shall be amended to refer to "7/31/98" and "8/01/98", respectively.

3. As modified hereby, the Warrant is hereby confirmed to be in full
force and effect.

4. This Amendment may be executed in multiple counterpart copies.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.

ECLIPSYS CORPORATION BT INVESTMENT PARTNERS, INC.

By: /s/ Robert J. Vanaria By: /s/ Christopher Fuller
------------------------ --------------------------
Name: Robert J. Vanaria Name: Christopher Fuller
Title: CFO Title: Principal

<PAGE> 1
EXHIBIT 10.11

================================================================================

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

among

ECLIPSYS CORPORATION,

THE LENDERS NAMED HEREIN,

and

FIRST UNION NATIONAL BANK,
as Agent

and

BANKBOSTON, N.A.

as Co-Agent

$50,000,000 Senior Credit Facilities

Arranged by
FIRST UNION CAPITAL MARKETS,
a division of Wheat First Securities, Inc.

Dated as of May 29, 1998

================================================================================
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
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ARTICLE I

DEFINITIONS

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
1.3 Other Terms; Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE II

AMOUNT AND TERMS OF THE LOANS

2.1 Commitments; Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.2 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.3 Disbursements; Funding Reliance; Domicile of Loans . . . . . . . . . . . . . . . . . . . . . . . . 27
2.4 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.5 Termination and Reduction of Revolving Credit Commitments and
Swingline Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.6 Mandatory Repayments and Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.7 Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.8 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.9 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.10 Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.11 Conversions and Continuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.12 Method of Payments; Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.13 Recovery of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.14 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.15 Pro Rata Treatment; Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.16 Increased Costs; Change in Circumstances; Illegality; etc . . . . . . . . . . . . . . . . . . . . 39
2.17 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.18 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE III

LETTERS OF CREDIT

3.1 Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.3 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.4 Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.5 Payment by Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.6 Payment to Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.7 Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.8 Cash Collateral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

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<TABLE>
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3.9 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE IV
CONDITIONS TO EFFECTIVENESS

4.1 Conditions of Initial Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
4.2 Conditions of All Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Corporate Organization and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.2 Authorization; Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.3 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.4 Authorizations; Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.7 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.8 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.9 Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.10 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.11 Financial Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.12 Ownership of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
5.13 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.14 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
5.15 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.16 Regulated Industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.18 Certain Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.19 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
5.20 Security Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
5.21 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE VI

AFFIRMATIVE COVENANTS

6.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
6.2 Other Business and Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
6.3 Existence; Franchises; Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.4 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.5 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.6 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
6.7 Maintenance of Books and Records; Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6.8 Creation or Acquisition of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
6.9 Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
</TABLE>

ii
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6.10 Additional Security; Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE VII

FINANCIAL COVENANTS

7.1 Ratio of Consolidated Funded Debt to Annualized EBITDA . . . . . . . . . . . . . . . . . . . . . . 69
7.2 Ratio of Annualized EBITDA to Annualized Interest Expense . . . . . . . . . . . . . . . . . . . . 69
7.3 Ratio of Consolidated Funded Debt to Consolidated Total Capital . . . . . . . . . . . . . . . . . 69
7.4 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE VIII

NEGATIVE COVENANTS

8.1 Merger; Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
8.2 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
8.3 Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
8.4 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
8.5 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
8.6 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
8.7 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
8.8 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.9 Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.10 Certain Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
8.11 Limitation on Certain Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
8.12 No Other Negative Pledges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
8.13 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
8.14 Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

ARTICLE IX

EVENTS OF DEFAULT

9.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
9.2 Remedies: Termination of Revolving Credit Commitments,
Swingline Commitment, Acceleration, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
9.3 Remedies: Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

ARTICLE X

THE AGENT

10.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
10.2 Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
10.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
10.4 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
10.5 Non-Reliance on Agent and Other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
</TABLE>

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10.6 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
10.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
10.8 The Agent in its Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
10.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
10.10 Collateral Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
10.11 Issuing Lender and Swingline Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

ARTICLE XI

MISCELLANEOUS

11.1 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.2 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
11.3 Governing Law; Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
11.4 Arbitration; Preservation and Limitation of Remedies . . . . . . . . . . . . . . . . . . . . . . 93
11.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.6 Amendments, Waivers, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
11.7 Assignments, Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
11.8 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
11.9 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
11.10 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
11.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
11.12 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
11.13 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
11.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
11.15 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
</TABLE>

EXHIBITS

Exhibit A-1 Form of Notice of Revolving Borrowing
Exhibit A-2 Form of Notice of Swingline Borrowing
Exhibit B-1 Form of Revolving Credit Note
Exhibit B-2 Form of Swingline Note
Exhibit C Form of Notice of Prepayment
Exhibit D Form of Notice of Conversion/Continuation
Exhibit E Form of Letter of Credit Notice
Exhibit F Form of Amended and Restated Subsidiary Guaranty
Exhibit G Form of Amended and Restated Borrower Pledge and Security
Agreement
Exhibit H Form of Amended and Restated Subsidiary Pledge and
Security Agreement
Exhibit I Form of Opinion of Borrower's Counsel
Exhibit J Form of Financial Condition Certificate
Exhibit K Form of Compliance Certificate
Exhibit L Form of Assignment and Acceptance
Exhibit M Form of Landlord Consent

iv
<PAGE> 6
SCHEDULES

Schedule 5.3 No Violation
Schedule 5.4 Consents and Approvals
Schedule 5.5 Litigation
Schedule 5.6 Taxes
Schedule 5.7 Subsidiaries
Schedule 5.10 No Material Adverse Change
Schedule 5.12(a) Claims Against Intellectual Property
Schedule 5.12(b) Leases
Schedule 5.15 Compliance with Laws
Schedule 5.17 Insurance
Schedule 5.18 Certain Contracts
Schedule 5.19 Capital Stock
Schedule 8.2 Indebtedness
Schedule 8.3 Contingent Obligations
Schedule 8.4 Liens
Schedule 8.6 Investments
Schedule 8.8 Transactions with Affiliates

v
<PAGE> 7
FIRST AMENDED AND RESTATED
CREDIT AGREEMENT

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 29th
day of May , 1998 (this "Agreement"), is made among ECLIPSYS CORPORATION, a
Delaware corporation with its chief executive office in Delray Beach, Florida
(the "Borrower"), the banks and financial institutions listed on the signature
pages hereof or that become parties hereto after the date hereof (collectively,
the "Lenders"), FIRST UNION NATIONAL BANK (formerly known as First Union
National Bank of North Carolina) ("First Union"), as agent for the Lenders (in
such capacity, the "Agent") and BANKBOSTON, N.A., as Co-Agent.

RECITALS

A. The Borrower, certain banks and other financial institutions,
and the Agent are parties to a Credit Agreement, dated as of January 24, 1997
(as amended, the "Original Credit Agreement") providing credit facilities in
the aggregate principal amount of $30,000,000.

B. The Borrower has requested certain amendments to the Original
Credit Agreement and that the Lenders make available to the Borrower revolving
credit facilities in the aggregate principal amount of $50,000,000, all as more
fully described herein.

C. The Lenders are willing to make such amendments to the
Original Credit Agreement and to make available to the Borrower the credit
facilities described herein subject to and on the terms and conditions set
forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual provisions, covenants
and agreements herein contained, the parties hereto hereby agree that, as of
the Amendment Effective Date, the Original Credit Agreement shall be amended
and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. For purposes of this Agreement, in addition to
the terms defined elsewhere herein, the following terms shall have the meanings
set forth below (such meanings to be equally applicable to the singular and
plural forms thereof):

<PAGE> 8

"ABR Loan" shall mean, at any time, any Loan that bears interest at
such time at the applicable Adjusted Alternate Base Rate.

"Account Designation Letter" shall mean a letter from the Borrower to
the Agent, duly completed and signed by an Authorized Officer and in form and
substance satisfactory to the Agent, listing any one or more accounts to which
the Borrower may at any time and from time to time request the Agent to forward
the proceeds of any Loans made hereunder.

"Acquisition" shall mean any transaction or series of related
transactions, consummated on or after the date hereof, by which the Borrower
directly, or indirectly through one or more Subsidiaries, (i) acquires any
going business or division, or all or substantially all of the assets, of any
Person, whether through purchase of assets, merger or otherwise, or (ii)
acquires securities or other ownership interests of any Person having at least
a majority of combined voting power of the then outstanding securities or other
ownership interests of such Person.

"Acquisition Amount" shall mean, with respect to any Permitted
Acquisition, the sum (without duplication) of (i) the amount of cash paid by
the Borrower and its Subsidiaries in connection with such Permitted
Acquisition, (ii) the Fair Market Value of all capital stock or other ownership
interests of the Borrower or any of its Subsidiaries issued or given in
consideration of such Permitted Acquisition, (iii) the amount (determined by
using the face amount or the amount payable at maturity, whichever is greater)
of all debt incurred, assumed or acquired in connection with such Permitted
Acquisition, (iv) all additional purchase price amounts in the form of earnouts
and other contingent obligations that should be recorded on the financial
statements of the Borrower and its Subsidiaries in accordance with Generally
Accepted Accounting Principles, (v) all amounts paid in respect of covenants
not to compete, consulting agreements and other similar contracts in connection
with such Permitted Acquisition and (vi) the aggregate Fair Market Value of all
other consideration given by the Borrower and its Subsidiaries in connection
with such Permitted Acquisition.

"Adjusted Alternate Base Rate" shall mean, at any time with respect to
any ABR Loan, a rate per annum equal to the Alternate Base Rate as in effect at
such time plus the Applicable Margin Percentage for such ABR Loan, as in effect
at such time.

"Adjusted LIBOR Rate" shall mean, at any time with respect to any
LIBOR Loan, a rate per annum equal to the LIBOR Rate as in effect at such time
plus the Applicable Margin Percentage for such LIBOR Loan, as in effect at such
time.

"Affiliate" shall mean, as to any Person, each other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or under common control with, such Person or is a director or
officer of such Person; provided that no Person shall be deemed to be an
Affiliate of another Person solely by reason of an officer or director of such
Person serving as an officer or director of such other Person. For purposes of
this definition, with respect to any Person, "control" shall mean (i) the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership
of voting securities, by contract or otherwise, or (ii) the beneficial
ownership of securities or other ownership interests of such Person having 10%
or more of the combined voting power of the

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<PAGE> 9

then outstanding securities or other ownership interests of such Person
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors or other governing body of such
Person.

"Agent" shall mean First Union, in its capacity as Agent appointed
under ARTICLE X, and its successors and permitted assigns in such capacity.

"Agreement" shall mean this First Amended and Restated Credit
Agreement, as amended, modified or supplemented from time to time.

"Alternate Base Rate" shall mean the higher of (i) the per annum
interest rate publicly announced from time to time by First Union in Charlotte,
North Carolina, to be its prime rate (which may not necessarily be its best
lending rate), as adjusted to conform to changes as of the opening of business
on the date of any such change in such prime rate, or (ii) 0.5% per annum plus
the Federal Funds Rate, as adjusted to conform to changes as of the opening of
business on the date of any such change in the Federal Funds Rate. In the event
First Union shall abolish or abandon the practice of announcing its prime rate
or should the same be unascertainable, the Agent shall, with the Borrower's
consent, designate a comparable reference rate, which shall, once so
designated, be deemed to be the rate referred to in clause (i) above for
purposes of determining the Alternate Base Rate.

"Amendment Effective Date" shall mean the date on which all of the
conditions precedent set forth in SECTION 4.1 have been satisfied or waived in
accordance with the terms of this Agreement.

"Annualized EBITDA" shall mean, as of the last day of each fiscal
quarter, two (2) times Consolidated EBITDA for the period of two consecutive
fiscal quarters then ending.

"Annualized Interest Expense" shall mean, as of the last day of each
fiscal quarter, two (2) times Consolidated Interest Expense for the period of
two consecutive fiscal quarters then ending.

"Applicable Margin Percentage" shall mean, at any time from and after
the Amendment Effective Date, 0.0% if such Revolving Loan is an ABR Loan and
1.0% if such Revolving Loan is a LIBOR Loan; provided, however, that on each
Adjustment Date, the Applicable Margin Percentage for all Revolving Loans shall
be adjusted effective as of such date (based upon the calculation of the ratio
of Consolidated Funded Debt to Annualized EBITDA as of the last day of the
fiscal period to which such Adjustment Date relates) in accordance with (i)
matrix A set forth in Annex I hereto for any such fiscal periods ending prior
to the successful consummation of a Qualified Public Offering or (ii) matrix B
set forth in Annex I hereto for any such fiscal periods ending concurrently
with or any time after the successful consummation of a Qualified Public
Offering; and provided further that, notwithstanding the foregoing or anything
in Annex I to the contrary, (A) if at any time the Borrower shall have failed
to deliver the financial statements and a Compliance Certificate as required by
SECTION 6.1(a) or SECTION 6.1(b) (as the case may be) and SECTION 6.2(a), then
at all times from and including the date on which such statements and
Compliance Certificate are required to have been delivered to the date on which
the same shall

3
<PAGE> 10

have been delivered (or until clause (B) below shall apply because a Default or
Event of Default shall have occurred and be continuing), each Applicable Margin
Percentage shall be determined in accordance with matrix A or B, as applicable,
of Annex I as if the ratio of Consolidated Funded Debt to Annualized EBITDA
(notwithstanding the actual ratio) was the highest level ratio set forth on
such applicable matrix, and (B) if at any time a Default or Event of Default
shall have occurred and be continuing, then at all times from and including the
date of occurrence of such Default or Event of Default to the date on which
such Default or Event of Default shall be cured or waived, each Applicable
Margin Percentage shall be determined in accordance with matrix A or B, as
applicable, of Annex I as if the ratio of Consolidated Funded Debt to
Annualized EBITDA (notwithstanding the actual ratio) was the highest level
ratio set forth on such applicable matrix. For purposes of this definition,
"Adjustment Date" shall mean, with respect to any fiscal quarter of the
Borrower, beginning with the fiscal quarter ending June 30, 1998, the fifth
(5th) day (or, if such day is not a Business Day, on the next succeeding
Business Day) after delivery by the Borrower in accordance with SECTION 6.1(a)
or SECTION 6.1(b), as the case may be, of (i) financial statements for the most
recently completed applicable fiscal period and (ii) a duly completed
Compliance Certificate with respect to such fiscal period.

"Asset Disposition" shall mean any sale, assignment, transfer or other
disposition by the Borrower or any of its Subsidiaries to any other Person
(other than to the Borrower or to a Wholly Owned Subsidiary), whether in one
transaction or a series of related transactions, of any of its assets, business
units or other properties (including any interests in property, whether
tangible or intangible, and including Capital Stock of Subsidiaries), but
excluding the sale or other disposition of assets permitted under clauses (i),
(ii), (iii), (iv), (v) and (vi) of SECTION 8.5.

"Assignee" shall have the meaning given to such term in SECTION
11.7(a).

"Assignment and Acceptance" shall mean an Assignment and Acceptance
entered into between a Lender and an Assignee and accepted by the Agent and the
Borrower, in substantially the form of EXHIBIT L.

"Authorized Officer" shall mean any individual properly authorized by
resolution of the board of directors of the Borrower or other Person (or in
accordance with the terms of its bylaws, operating agreement, partnership
agreement or other applicable organizational document) to take the action
specified herein on its behalf, and in each case whose signature and incumbency
shall have been certified to the Agent by the secretary or an assistant
secretary (or such other individual who is properly authorized to perform the
duties normally associated with the title of secretary or assistant secretary)
of the Borrower or such other Person, as the case may be.

"Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et seq., as
amended from time to time, and any successor statute.

"Borrower Pledge and Security Agreement" shall mean the amended and
restated pledge and security agreement made by the Borrower in favor of the
Agent, in substantially the form of EXHIBIT G, as amended, modified or
supplemented from time to time.

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<PAGE> 11

"Borrowing" shall mean the incurrence by the Borrower (including as a
result of conversions and continuations of outstanding Loans pursuant to
SECTION 2.11) on a single date of a group of Loans of a single Type (or a
Swingline Loan made by the Swingline Lender) and, in the case of LIBOR Loans,
as to which a single Interest Period is in effect.

"Borrowing Date" shall mean, with respect to any Borrowing, the date
upon which such Borrowing is made.

"Business Day" shall mean (i) any day other than a Saturday or Sunday,
a legal holiday or a day on which commercial banks in Charlotte, North Carolina
are required by law to be closed and (ii) in respect of any determination
relevant to a LIBOR Loan, any such day that is also a day on which tradings are
conducted in the London interbank Eurodollar market.

"Capital Expenditures" shall mean, for any period, without
duplication, the aggregate amount (whether paid in cash or accrued as a
liability) that would, in accordance with Generally Accepted Accounting
Principles, be included on the consolidated statement of cash flows of the
Borrower and its Subsidiaries for such period as additions to equipment, fixed
assets, real property or improvements or other capital assets (including,
without limitation, capital lease obligations); provided, however, that Capital
Expenditures shall not include any such expenditures for replacements and
substitutions for capital assets, to the extent made with the proceeds of
insurance.

"Capital Stock" shall mean (i) with respect to any Person that is a
corporation, any and all shares, interests or equivalents in corporate stock
(whether voting or nonvoting, and whether common or preferred) of such
corporation, and (ii) with respect to any Person that is not a corporation, any
and all partnership, membership, limited liability company or other equity
interests of such Person; and in each case, any and all warrants or options to
purchase any of the foregoing.

"Cash Collateral Account" shall have the meaning given to such term in
SECTION 3.8.

"Cash Equivalents" shall mean (i) securities or other direct
obligations issued or unconditionally guaranteed by the United States of
America or any agency or instrumentality thereof, backed by the full faith and
credit of the United States of America and maturing within 180 days from the
date of acquisition, (ii) securities or other direct obligations issued by any
state in the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within 180 days from the
date of acquisition, and at the time of acquisition, having the highest rating
obtainable from either Standard & Poor's Rating Services or Moody's Investors
Service, Inc.; (iii) commercial paper issued by any Person organized under the
laws of the United States of America, maturing within 180 days from the date of
acquisition and, at the time of acquisition, having a rating of at least A-1 or
the equivalent thereof by Standard & Poor's Ratings Services or at least P-1 or
the equivalent thereof by Moody's Investors Service, Inc., (iv) time deposits
and certificates of deposit maturing within 180 days from the date of issuance
and issued by a bank or trust company organized under the laws of the United
States of America or any state thereof that has combined capital and surplus of
at least $500,000,000 and that has (or is a subsidiary of a bank holding
company that has) a long-term

5
<PAGE> 12

unsecured debt rating of at least A or the equivalent thereof by Standard &
Poor's Ratings Services or at least A2 or the equivalent thereof by Moody's
Investors Service, Inc., (v) repurchase obligations with a term not exceeding
seven (7) days with respect to underlying securities of the types described in
clause (i) above entered into with any bank or trust company meeting the
qualifications specified in clause (iii) above, and (vi) money market funds
substantially all of whose assets are comprised of securities of the types
described in clauses (i) through (v) above.

"Casualty Event" shall mean, with respect to any property (including
any interest in property) of the Borrower or any of its Subsidiaries, any loss
of, damage to, or condemnation or other taking of, such property for which the
Borrower or such Subsidiary receives insurance proceeds, proceeds of a
condemnation award or other compensation.

"Collateral" shall mean all the assets, property and interests in
property that shall from time to time be pledged or be purported to be pledged
as direct or indirect security for the Obligations pursuant to any one or more
of the Security Documents.

"Compliance Certificate" shall mean a fully completed and duly
executed certificate in the form of Exhibit K, together with a Covenant
Compliance Worksheet.

"Consolidated EBITDA" shall mean, for any period, the aggregate of (i)
Consolidated Net Income for such period, plus (ii) the sum of Consolidated
Interest Expense, federal, state, local and other income taxes, depreciation,
amortization of intangible assets, and other non-cash expenses or charges
reducing income for such period all to the extent taken into account in the
calculation of Consolidated Net Income for such period, minus (iii) non-cash
credits increasing Consolidated Net Income for such period, to the extent taken
into account in the calculation of Consolidated Net Income for such period;
provided, however, that the calculation of Consolidated EBITDA shall only
include income of Designated Non-Guarantor Subsidiaries to the extent of the
amount of cash dividends or cash distributions paid to the Borrower or any
Wholly Owned Subsidiary by such Designated Non-Guarantor Subsidiary.

"Consolidated Funded Debt" shall mean, as of any date, the aggregate
(without duplication) of all Indebtedness of the Borrower and its Subsidiaries
as of such date, determined on a consolidated basis, other than accrued
expenses, current trade or other accounts payable (unless such expenses and
accounts payable are 90 days or more past due) and other current liabilities
arising in the ordinary course of business and not incurred through the
borrowing of money.

"Consolidated Interest Expense" shall mean, for any period, the sum
(without duplication) of (i) total interest expense of the Borrower and its
Subsidiaries for such period in respect of Consolidated Funded Debt of the
Borrower and its Subsidiaries (including, without limitation, all such interest
expense attributable to capital lease obligations) and, determined on a
consolidated basis in accordance with Generally Accepted Accounting Principles,
and (ii) all net amounts paid or accrued by the Borrower and its Subsidiaries
during such period under or in respect of Hedge Agreements.

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<PAGE> 13

"Consolidated Net Income" shall mean, for any period, net income (or
loss) of the Borrower and its Subsidiaries for such period, determined on a
consolidated basis in accordance with Generally Accepted Accounting Principles
but excluding as income (a) gains on the sale, conversion or other disposition
of capital assets, (b) gains on the acquisition, retirement, sale or other
disposition of Capital Stock of the Borrower or any of its Subsidiaries, (c)
gains on the collection of life insurance proceeds, (d) any write-up of any
asset, and (e) any other gain or credit of an extraordinary nature.

"Consolidated Net Revenues" shall mean for any period the total net
revenues of the Borrower and its Subsidiaries, on a consolidated basis,
determined in accordance with Generally Accepted Accounting Principles.

"Consolidated Net Worth" shall mean, as of any date, the net worth of
the Borrower and its Subsidiaries as of such date, determined on a consolidated
basis in accordance with Generally Accepted Accounting Principles (including,
without limitation, the Series B Preferred Stock and Series C Preferred Stock
(each as defined in the Preferred Stock Purchase Agreement) having the rights
and preferences set forth in the Transaction Documents and the Amended and
Restated Certificate of Incorporation of the Borrower as existing on the date
hereof and as amended in compliance with the terms hereof) but (i) excluding
any Disqualified Capital Stock of the Borrower, and (ii) without regard to the
requirements of Statements of Financial Accounting Standards No. 115 by the
Financial Accounting Standards Board of the American Institute of Certified
Public Accountants.

"Consolidated Total Capital" shall mean, as of any date, the sum of
(i) Consolidated Net Worth as of such date and (ii) Consolidated Funded Debt as
of such date.

"Contingent Obligation" shall mean, with respect to any Person, any
direct or indirect liability of such Person with respect to any Indebtedness,
liability or other obligation (the "primary obligation") of another Person (the
"primary obligor"), whether or not contingent, (a) to purchase, repurchase or
otherwise acquire such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or provide funds (i) for the
payment or discharge of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency or any balance sheet item, level of income or financial
condition of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor in respect thereof to make
payment of such primary obligation or (d) otherwise to assure or hold harmless
the owner of any such primary obligation against loss or failure or inability
to perform in respect thereof. The amount of any Contingent Obligation shall
be deemed to be the amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof; provided, however, that, with respect to the Borrower and its
Subsidiaries, the term Contingent Obligation shall not include endorsements for
collection or deposit in the ordinary course of business.

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<PAGE> 14

"Covenant Compliance Worksheet" shall mean a fully completed worksheet
in the form of Attachment A to EXHIBIT K.

"Credit Documents" shall mean this Agreement, the Notes, the Letters
of Credit, the Fee Letter, the Subordination Agreement, the Borrower Pledge and
Security Agreement, the Subsidiary Guaranty, the Subsidiary Pledge and Security
Agreement, all other Security Documents, any Hedge Agreement to which the
Borrower and any Lender are parties and that is permitted hereunder, and all
other agreements, instruments, documents and certificates now or hereafter
executed and delivered to the Agent or any Lender by or on behalf of the
Borrower or any of its Subsidiaries with respect to this Agreement and the
transactions contemplated hereby, in each case as amended, modified,
supplemented or restated from time to time.

"Default" shall mean any event or condition that, with the passage of
time or giving of notice, or both, would constitute an Event of Default.

"Designated Non-Guarantor Subsidiary" shall mean (i) Eclipsys Limited
and (ii) any other Subsidiary of the Borrower that is not a Wholly Owned
Subsidiary and that has elected, by written notice to the Agent given not less
than five (5) Business Days after the creation or acquisition thereof by the
Borrower or any other Subsidiary, not to become a guarantor under the
Subsidiary Guaranty and not to grant to the Agent a Lien upon and security
interest in its personal property assets pursuant to the Subsidiary Pledge and
Security Agreement.

"Disqualified Capital Stock" shall mean, with respect to any Person,
any Capital Stock of such Person that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event or otherwise, (i) matures or is mandatorily
redeemable or subject to any mandatory repurchase requirement, pursuant to a
sinking fund obligation or otherwise, (ii) is redeemable or subject to any
mandatory repurchase requirement at the sole option of the holder thereof, or
(iii) is convertible into or exchangeable for (whether at the option of the
issuer or the holder thereof) (a) debt securities or (b) any Capital Stock
referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above
at any time on or prior to the Revolving Credit Maturity Date; provided,
however, that (A) only the portion of Capital Stock that so matures or is
mandatorily redeemable, is so redeemable at the option of the holder thereof,
or is so convertible or exchangeable on or prior to such date shall be deemed
to be Disqualified Capital Stock, and (B) none of the Borrower's common stock
or Capital Stock having the rights and preferences set forth in the Transaction
Documents or the Amended and Restated Certificate of Incorporation of the
Borrower (in the forms delivered to the Agent on the Closing Date (as defined
in the Original Credit Agreement) or amended or modified in accordance with the
terms of this Agreement) shall be deemed Disqualified Capital Stock hereunder.

"Dollars" or "$" shall mean dollars of the United States of America.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute, and all rules
and regulations from time to time promulgated thereunder.

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<PAGE> 15

"ERISA Affiliate" shall mean any Person (including any trade or
business, whether or not incorporated) that would be deemed to be under "common
control" with, or a member of the same "controlled group" as, the Borrower or
any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o)
of the Internal Revenue Code or Section 4001 of ERISA.

"ERISA Event" shall mean any of the following with respect to a Plan
or Multiemployer Plan, as applicable: (i) a Reportable Event with respect to a
Plan or a Multiemployer Plan, (ii) a complete or partial withdrawal by the
Borrower or any ERISA Affiliate from a Multiemployer Plan that results in
liability under Section 4201 or 4204 of ERISA, or the receipt by the Borrower
or any ERISA Affiliate of notice from a Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that
it intends to terminate or has terminated under Section 4041A of ERISA, (iii)
the distribution by the Borrower or any ERISA Affiliate under Section 4041 or
4041A of ERISA of a notice of intent to terminate any Plan or the taking of
any action to terminate any Plan, (iv) the commencement of proceedings by the
PBGC under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA
Affiliate of a notice from any Multiemployer Plan that such action has been
taken by the PBGC with respect to such Multiemployer Plan, (v) the institution
of a proceeding by any fiduciary of any Multiemployer Plan against the Borrower
or any ERISA Affiliate to enforce Section 515 of ERISA, which is not dismissed
within thirty (30) days, (vi) the imposition upon the Borrower or any ERISA
Affiliate of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, or the imposition
or threatened imposition of any Lien upon any assets of the Borrower or any
ERISA Affiliate as a result of any alleged failure to comply with the Internal
Revenue Code or ERISA in respect of any Plan, (vii) the engaging in or
otherwise becoming liable for a nonexempt Prohibited Transaction by the
Borrower or any ERISA Affiliate, (viii) a violation of the applicable
requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under
Section 401(a) of the Internal Revenue Code by any fiduciary of any Plan for
which the Borrower or any of its ERISA Affiliates may be directly or indirectly
liable or (ix) the adoption of an amendment to any Plan that, pursuant to
Section 401(a)(29) of the Internal Revenue Code or Section 307 of ERISA, would
result in the loss of tax-exempt status of the trust of which such Plan is a
part if the Borrower or an ERISA Affiliate fails to timely provide security to
such Plan in accordance with the provisions of such sections.

"Eclipsys Limited" shall mean Eclipsys Limited, formerly known as
ALLTEL Healthcare Information Services Limited, a corporation organized under
the laws of England and Wales.

"Eligible Assignee" shall mean (i) a commercial bank organized under
the laws of the United States or any state thereof and having total assets in
excess of $1,000,000,000, (ii) a commercial bank organized under the laws of
any other country that is a member of the Organization for Economic Cooperation
and Development or any successor thereto (the "OECD") or a political
subdivision of any such country and having total assets in excess of
$1,000,000,000, provided that such bank or other financial institution is
acting through a branch or agency located in the United States, in the country
under the laws of which it is organized or in another country that is also a
member of the OECD, (iii) the central bank of any country that is a member of
the OECD, (iv) a finance company, insurance company or other financial
institution or fund that is engaged in making, purchasing or otherwise
investing in loans in the ordinary

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<PAGE> 16

course of its business and having total assets in excess of $500,000,000, (v)
any Affiliate of an existing Lender or (vi) any other Person approved by the
Required Lenders and the Borrower, which approval shall not be unreasonably
withheld.

"Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
accusations, allegations, notices of noncompliance or violation, investigations
(other than internal reports prepared by any Person in the ordinary course of
its business and not in response to any third party action or request of any
kind) or proceedings relating in any way to any Environmental Law or any permit
issued, or any approval given, under any such Environmental Law (collectively,
"Claims"), including, without limitation, (i) any and all Claims by
Governmental Authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any applicable Environmental Law and
(ii) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting
from Hazardous Substances or arising from alleged injury or threat of injury to
human health or the environment.

"Environmental Laws" shall mean any and all federal, state and local
laws, statutes, ordinances, rules, regulations, permits, licenses, approvals,
interpretations, rules of common law and orders of courts or Governmental
Authorities, relating to the protection of occupational safety or the
environment, now or hereafter in effect and in each case as amended from time
to time, including, without limitation, requirements pertaining to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transportation, handling, reporting, licensing, permitting, investigation or
remediation of Hazardous Substances.

"Equity Issuance" shall mean (i) the issuance, sale or other
disposition by the Borrower or any of its Subsidiaries of its Capital Stock
(including, without limitation, pursuant to an initial registered public
offering of the Borrower's Capital Stock), any rights, warrants or options to
purchase or acquire any shares of its Capital Stock or any other security or
instrument representing, convertible into or exchangeable for an equity
interest in the Borrower or any of its Subsidiaries, and (ii) the receipt by
the Borrower or any of its Subsidiaries of any capital contribution (whether or
not evidenced by any security or instrument); provided, however, that the term
Equity Issuance shall not include (t) the purchase by employees of the Borrower
or any of its Subsidiaries of any Capital Stock of the Borrower or its
Subsidiaries in accordance with stock option plans or employee stock purchase
plans established by the board of directors of the Borrower or any such
Subsidiary, as applicable, (u) the issuance or sale (A) by any Subsidiary of
its Capital Stock to the Borrower or another Subsidiary, provided that (except
as provided in SECTION 8.6(IX)) such Capital Stock is pledged to the Agent
pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge
and Security Agreement, as applicable, or (B) by any Designated Non-Guarantor
Subsidiary of its Capital Stock to its partners, members or stockholders (other
than the Borrower or any Subsidiary), (v) the issuance of the Borrower's
Preferred Stock and Warrants pursuant to the Preferred Stock Purchase
Agreement, (w) the issuance of the Borrower's Preferred Stock to AIS pursuant
to the Merger Agreement, (x) any capital contribution to any Subsidiary, to the
extent made directly or indirectly by the Borrower, (y) any Capital Stock or
other equity securities of the Borrower issued or sold in connection with any
Permitted Acquisition and constituting all or a portion of the applicable
purchase price, or

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<PAGE> 17

(z) any other transaction described in clauses (i) or (ii) above if the
related Net Cash Proceeds of any such transaction are less than $20,000.

"Equity Purchasers" shall mean General Atlantic Partners 38, L.P., a
Delaware limited partnership, GAP Coinvestment Partners, L.P., a New York
limited partnership, First Union Corporation, a North Carolina corporation, BT
Investment Partners, Inc., a Delaware corporation, Wilfam Ltd., a Florida
limited partnership, Brean Murray Associates IHS L.P., a Delaware limited
partnership, Gerald Manolovici, St. Paul Venture Capital, IV, L.L.C., a
Delaware limited liability company, and Peter Karmanos, Jr.

"Event of Default" shall have the meaning given to such term in
SECTION 9.1.

"Excess Cash" shall mean the amount of cash and Cash Equivalents held
by the Borrower and its Subsidiaries (including any amounts of cash and Cash
Equivalents pledged to the Agent) exceeding $5,000,000 plus outstanding
Revolving Loans and Swingline Loans.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

"Existing Revolving Loans" shall have the meaning assigned to such
term in SECTION 2.1(a).

"Fair Market Value" shall mean, with respect to any capital stock,
other ownership interests or other property issued or given by the Borrower or
any of its Subsidiaries in connection with a Permitted Acquisition or a
redemption permitted by SECTION 8.7, or received by the Borrower or any
Subsidiary in connection with an Asset Disposition, as of the close of business
on the Business Day immediately preceding such Permitted Acquisition,
redemption or Asset Disposition (i) in the case of common stock of the Borrower
or other securities that are then designated as a national market system
security by the National Association of Securities Dealers, Inc. ("NASDAQ") or
are listed on a national securities exchange, the average for the five Business
Days ending on the date of determination of the average of the last reported
bid and ask quotations or closing prices (as applicable) reported thereon for
such securities or (ii) in all other cases, the reasonable determination of the
fair market value thereof in good faith by a majority of members of the board
of directors of the Borrower or such Subsidiary (excluding any director with a
direct or indirect (other than by virtue of being a director or stockholder)
economic interest in such Permitted Acquisition, redemption or Asset
Disposition), provided that if such determination is not reasonably
satisfactory to the Required Lenders, such determination shall be made by a
nationally recognized investment banking firm selected by the Borrower and the
Required Lenders, the expenses of which shall be borne by the Borrower.

"Federal Funds Rate" shall mean, for any period, a fluctuating per
annum interest rate (rounded upwards, if necessary, to the nearest 1/100 of
one percentage point) equal for each day during such period to the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the

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<PAGE> 18

Federal Reserve Bank of New York, or if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three federal funds brokers of
recognized standing selected by the Agent.

"Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System or any successor thereto.

"Fee Letter" shall mean the letter from First Union to the Borrower,
dated April 9, 1998, relating to certain fees payable by the Borrower in
respect of the transactions contemplated by this Agreement, as amended,
modified or supplemented from time to time.

"Financial Condition Certificate" shall mean a financial condition
certificate, substantially in the form of EXHIBIT J, duly executed by a
Financial Officer of the Borrower.

"Financial Officer" shall mean, with respect to the Borrower, the
chief financial officer, vice president-finance, principal accounting officer
or treasurer of the Borrower.

"Generally Accepted Accounting Principles" shall mean generally
accepted accounting principles, as set forth in the statements, opinions and
pronouncements of the Accounting Principles Board, the American Institute of
Certified Public Accountants and the Financial Accounting Standards Board (or,
to the extent not so set forth in such statements, opinions and pronouncements,
as generally followed by entities similar in size to the Borrower and engaged
in generally similar lines of business), consistently applied and maintained
and in conformity with those used in the preparation of the most recent
financial statements of the Borrower referred to in SECTION 5.11(a).

"Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof and any central bank thereof, any
municipal, local, city or county government, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

"Hazardous Substances" shall mean any substances or materials (i) that
are or become defined as hazardous wastes, hazardous substances, pollutants,
contaminants or toxic substances under any Environmental Law, (ii) that are
defined by any Environmental Law as toxic, explosive, corrosive, ignitable,
infectious, radioactive, mutagenic or otherwise hazardous, (iii) the presence
of which require investigation or response under any Environmental Law, (iv)
that constitute a nuisance, trespass or health or safety hazard to Persons or
neighboring properties, (v) that consist of underground or aboveground storage
tanks, whether empty, filled or partially filled with any substance or (vi)
that contain, without limitation, asbestos, polychlorinated biphenyls, urea
formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.

"Hedge Agreement" shall mean any interest or foreign currency rate
swap, cap, collar, option, hedge, forward rate or other similar agreement or
arrangement designed to protect against fluctuations in interest rates or
currency exchange rates.

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<PAGE> 19

"Indebtedness" shall mean, with respect to any Person (without
duplication), (i) all indebtedness, obligations and liabilities of such Person
for borrowed money or in respect of loans or advances, (ii) all obligations of
such Person evidenced by notes, bonds, debentures or similar instruments, (iii)
all reimbursement obligations of such Person with respect to surety bonds,
letters of credit and bankers' acceptances (in each case, whether or not drawn
or matured and in the stated amount thereof), (iv) all obligations of such
Person to pay the deferred purchase price of property or services, (v) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person, (vi) all
obligations of such Person as lessee under leases that are or should be, in
accordance with Generally Accepted Accounting Principles, recorded as capital
leases, to the extent such obligations are required to be so recorded, (vii)
all Disqualified Capital Stock issued by such Person with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends, if any (for purposes
hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock
which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Capital Stock as if such Disqualified
Capital Stock were purchased on any date on which Indebtedness shall be
required to be determined pursuant to this Agreement, and if such price is
based upon, or measured by, the fair market value of such Disqualified Capital
Stock, such fair market value to be determined reasonably and in good faith by
the board of directors or other governing body of the issuer of such
Disqualified Capital Stock), (viii) the net termination obligations of such
Person under any Hedge Agreements, calculated as of any date as if such
agreement or arrangement were terminated as of such date, (ix) all Contingent
Obligations of such Person and (x) all indebtedness referred to in clauses (i)
through (ix) above secured by any Lien on any property or asset owned or held
by such Person regardless of whether the indebtedness secured thereby shall
have been assumed by such Person or is nonrecourse to the credit of such
Person.

"Intellectual Property" shall have the meaning set forth in SECTION
5.12.

"Interest Period" shall have the meaning given to such term in
SECTION 2.10.

"Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

"Issuing Lender" shall mean First Union in its capacity as issuer of
the Letters of Credit, and its successors in such capacity.

"LIBOR Loan" shall mean, at any time, any Revolving Loan that bears
interest at such time at the Adjusted LIBOR Rate.

"LIBOR Rate" shall mean, with respect to each LIBOR Loan comprising
part of the same Borrowing for any Interest Period, an interest rate per annum
obtained by dividing (i) (y) the rate of interest (or, if more than one such
rate appears, the arithmetic mean of rates) for deposits in Dollars that
appears on Telerate Page 3750 (or any successor page) or (z) if no such rate is

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<PAGE> 20

available, the rate of interest determined by the Agent to be the rate or the
arithmetic mean of rates (rounded upward, if necessary, to the nearest 1/16 of
one percentage point) at which Dollar deposits in immediately available funds
are offered by First Union to first-tier banks in the London interbank
Eurodollar market, in each case under (y) and (z) above at approximately 11:00
a.m., London time, two (2) Business Days prior to the first day of such
Interest Period for a period substantially equal to such Interest Period and in
an amount substantially equal to the amount of First Union's LIBOR Loan
comprising part of such Borrowing, by (ii) the amount equal to 1.00 minus the
Reserve Requirement (expressed as a decimal) for such Interest Period.

"Landlord Consents" shall mean, collectively, (i) a waiver and consent
from each landlord with respect to certain of the properties of the Borrower
and its Subsidiaries listed on SCHEDULE 5.12(b) and designated by the Agent and
(ii) all other similar waivers and consents that the Agent or the Required
Lenders may reasonably require of the Borrower or any of its Subsidiaries from
time to time in respect of amendments, modifications or renewals of the leases
referred to in clause (i) above or in respect of any other leases to which the
Borrower or any of its Subsidiaries is now or hereafter a party, in each case
in form and substance reasonably satisfactory to the Agent, and in each case as
amended, modified or supplemented from time to time.

"Lender" shall mean each financial institution signatory hereto as a
"Lender" or the "Swingline Lender" and each other financial institution that
becomes a "Lender" or the "Swingline Lender" hereunder pursuant to SECTION
11.7, and their respective successors and assigns.

"Lending Office" shall mean, with respect to any Lender, the office of
such Lender designated as its "Lending Office" on its signature page hereto or
in an Assignment and Acceptance, or such other office as may be otherwise
designated in writing from time to time by such Lender to the Borrower and the
Agent. A Lender may designate separate Lending Offices as provided in the
foregoing sentence for the purposes of making or maintaining different Types of
Loans, and, with respect to LIBOR Loans, such office may be a domestic or
foreign branch or Affiliate of such Lender.

"Letter of Credit Exposure" shall mean, with respect to any Lender at
any time, such Lender's Revolving Credit Percentage of the sum of (i) the
aggregate Stated Amount of all Letters of Credit outstanding at such time and
(ii) the aggregate amount of all Reimbursement Obligations outstanding at such
time.

"Letter of Credit Notice" shall have the meaning given to such term in
SECTION 3.2.

"Letters of Credit" shall have the meaning given to such term in
SECTION 3.1.

"Lien" shall mean any mortgage, pledge, hypothecation, assignment,
security interest, lien (statutory or otherwise), preference, priority, charge
or other encumbrance of any nature, whether voluntary or involuntary,
including, without limitation, the interest of any vendor or lessor under any
conditional sale agreement, title retention agreement, capital lease or any
other lease or arrangement having substantially the same effect as any of the
foregoing.

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<PAGE> 21

"Loans" shall mean any or all of the Revolving Loans and the Swingline
Loans.

"Margin Stock" shall have the meaning given to such term in Regulation
U.

"Material Adverse Change" shall mean a material adverse change in the
condition (financial or otherwise), operations, business, properties, assets or
prospects of the Borrower and its Subsidiaries, taken as a whole.

"Material Adverse Effect" shall mean a material adverse effect upon
(i) the condition (financial or otherwise), operations, business, properties,
assets or prospects of the Borrower and its Subsidiaries, taken as a whole,
(ii) the ability of the Borrower or any of its Subsidiaries to perform its
obligations under this Agreement or any of the other Credit Documents to which
the Borrower or any such Subsidiary is a party, or (iii) the legality, validity
or enforceability of this Agreement and the other Credit Documents taken as a
whole or the rights and remedies of the Agent and the Lenders under this
Agreement and the other Credit Documents taken as a whole.

"Merger Agreement" shall mean the Agreement of Merger, dated as of
January 24, 1997, as amended, modified and supplemented from time to time.

"Multiemployer Plan" shall mean any "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate makes, is making or is obligated to make contributions or has made
or been obligated to make contributions.

"Net Cash Proceeds" shall mean (i) in the case of any Equity Issuance,
the aggregate cash payments received by the Borrower and its Subsidiaries less
reasonable and customary fees and expenses (including, as applicable,
accounting and legal expenses, selling and brokerage expenses and discounts,
and underwriting discounts and commissions) incurred (or reasonably estimated
by the Borrower to be payable) by the Borrower and its Subsidiaries in
connection therewith, (ii) in the case of any Casualty Event, the aggregate
cash proceeds of insurance, condemnation awards and other compensation received
by the Borrower and its Subsidiaries in respect of such Casualty Event net of
any permitted replacement repurchases and less (y) reasonable fees and expenses
incurred (or reasonably estimated by the Borrower to be payable) by the
Borrower and its Subsidiaries in connection therewith and (z) contractually
required repayments of Indebtedness to the extent secured by Liens on the
property subject to such Casualty Event and any income or transfer taxes paid
or reasonably estimated by the Borrower to be payable by the Borrower and its
Subsidiaries as a result of such Casualty Event, and (iii) in the case of any
Asset Disposition, the aggregate amount of all cash payments and the Fair
Market Value of any noncash consideration received by the Borrower and its
Subsidiaries in connection with such Asset Disposition less (x) reasonable fees
and expenses incurred (or reasonably estimated by the Borrower to be payable)
by the Borrower and its Subsidiaries in connection therewith, (y) Indebtedness
to the extent the amount thereof is secured by a Lien on the property that is
the subject of such Asset Disposition and the transferee of (or holder of the
Lien on) such Property requires that such Indebtedness be repaid as a condition
to such Asset Disposition, and (z) any income or transfer taxes paid or
reasonably estimated by the Borrower to be payable by the Borrower and its
Subsidiaries as a result of such Asset Disposition.

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<PAGE> 22

"Notes" shall mean any or all of the Revolving Notes and the Swingline
Note.

"Notice of Conversion/Continuation" shall have the meaning given to
such term in SECTION 2.11(b).

"Notice of Prepayment" shall have the meaning given to such term in
SECTION 2.7(a).

"Notice of Revolving Borrowing" shall have the meaning given to such
term in SECTION 2.2(b).

"Notice of Swingline Borrowing" shall have the meaning given to such
term in SECTION 2.2(d).

"Obligations" shall mean all principal of and interest (including, to
the greatest extent permitted by law, post-petition interest) on the Loans, all
Reimbursement Obligations and all fees, expenses, indemnities and other
obligations owing, due or payable at any time by the Borrower to the Agent,
any Lender, the Issuing Lender or any other Person entitled thereto, under this
Agreement or any of the other Credit Documents.

"Original Credit Agreement" shall have the meaning given to such term
in the recitals hereof.

"PBGC" shall mean the Pension Benefit Guaranty Corporation and any
successor thereto.

"Participant" shall have the meaning given to such term in SECTION
11.7(d).

"Partners/B&W Agreements" shall mean (i) each of the Information
Systems Technology License and the Technical Services Agreement, dated as of
May 3, 1996, between Partners Healthcare System, Inc., a Massachusetts
not-for-profit corporation, Brigham and Women's Hospital, Inc., a Massachusetts
not-for-profit corporation, and the Borrower, and (ii) the Partners Affiliates
Assistance Agreement, dated as of May 3, 1996, between Partners Healthcare
System, Inc., a Massachusetts not-for-profit corporation, and its affiliates,
and the Borrower, in each case as amended, restated, modified or supplemented
in accordance with the terms thereof.

"Permitted Acquisition" shall have the meaning given to such term in
SECTION 8.6(vi).

"Permitted Liens" shall have the meaning given to such term in SECTION
8.4.

"Person" shall mean any corporation, association, joint venture,
partnership, limited liability company, organization, business, individual,
trust, government or agency or political subdivision thereof or any other legal
entity.

"Plan" shall mean any "employee pension benefit plan" within the
meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV
of ERISA (other than a Multiemployer Plan) and to which the Borrower or any
ERISA Affiliate may have any liability.

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<PAGE> 23

"Preferred Stock" shall mean, as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation (including the Series B 8.5% Redeemable Preferred Stock, Series C
8.5% Redeemable Preferred Stock, Series D Convertible Preferred Stock, Series E
Convertible Preferred Stock, Series F Convertible Preferred Stock and the
Series G Convertible Preferred Stock of the Borrower issued pursuant to the
Preferred Stock Purchase Agreement and the Merger Agreement and the Series G
Convertible Preferred Stock Agreement).

"Preferred Stock Purchase Agreement" shall mean the Preferred Stock
and Warrant Purchase Agreement, dated January 24, 1997, as amended, between the
Borrower, the Equity Purchasers, General Atlantic Partners 28, L.P., a Delaware
limited partnership, and GAP Coinvestment Partners, L.P., First Union
Corporation, BT Investment Partners, Inc., Wilfam, Ltd, Brean Murray Associates
IHS L.P., Gerald Manolovici, St. Paul Venture Capital IV, LLC, ALLTEL
Information Services, Inc. and Peter Karmonos, Jr. pursuant to which the Equity
Purchasers have agreed to purchase certain Preferred Stock and Warrants of the
Borrower, as amended, modified or supplemented from time to time in accordance
with the terms of this Agreement.

"Prepayment Account" shall have the meaning given to such term in
SECTION 2.6(f).

"Prepayment Event" shall have the meaning given to such term in
SECTION 2.6(g).

"Pro Forma Balance Sheet" shall have the meaning given to such term in
SECTION 5.11(c).

"Pro Rata Share" of any amount shall mean, with respect to any Lender
at any time, the product of such amount, multiplied by, such Lender's Revolving
Credit Percentage.

"Prohibited Transaction" shall mean any transaction described in (i)
Section 406 of ERISA that is not exempt by reason of Section 408 of ERISA or by
reason of a Department of Labor prohibited transaction individual or class
exemption or (ii) Section 4975(c) of the Internal Revenue Code that is not
exempt by reason of Section 4975(c)(2) or 4975(d) of the Internal Revenue Code.

"Projections" shall have the meaning given to such term in SECTION
5.11(d).

"Qualified Capital Stock" shall mean any Capital Stock that is not
Disqualified Capital Stock.

"Qualified Public Offering" shall mean a registered initial public
offering of common stock of the Borrower, underwritten by a nationally
recognized underwriter and yielding proceeds of at least $60,000,000 (net of
underwriter's commission and expenses of the offering).

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<PAGE> 24

"Refunded Swingline Loans" shall have the meaning given to such term
in SECTION 2.2(e).

"Register" shall have the meaning given to such term in SECTION
11.7(b).

"Registration Rights Agreement" shall mean the Second Amended and
Restated Registration Rights Agreement, dated January 28, 1998, as amended,
among the Borrower, the Equity Purchasers, Partners Healthcare System, Inc.,
General Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General
Atlantic Partners 47, L.P., GAP Coinvestment Partners, L.P., Partners
Healthcare System, Inc., Wilfam, Ltd., Alltel Information Services, Inc., First
Union Corporation, BT Investment Partners, Inc., Brean Murray Associates IHS,
L.P., Gerald Manolovici, St. Paul Capital IV, L.L.C., Peter Karmanos, Jr., the
Kaufman Stockholders (as therein defined), Motorola, Inc. and Harvey J. Wilson,
as amended, modified or supplemented from time to time in accordance with the
terms of this Agreement and certain holders of its Capital Stock, as further
amended, modified or supplemented from time to time in accordance with the
terms of this Agreement.

"Regulations D, G, U and X" shall mean Regulations D, G, U and X,
respectively, of the Federal Reserve Board, and any successor regulations.

"Reimbursement Obligation" shall have the meaning given to such term
in SECTION 3.4.

"Reportable Event" shall mean (i) any "reportable event" within the
meaning of Section 4043(c) of ERISA for which the 30-day notice under Section
4043(a) of ERISA has not been waived by the PBGC (including any failure to meet
the minimum funding standard of, or timely make any required installment under,
Section 412 of the Internal Revenue Code or Section 302 of ERISA, regardless of
the issuance of any waivers in accordance with Section 412(d) of the Internal
Revenue Code), (ii) any such "reportable event" subject to advance notice to
the PBGC under Section 4043(b)(3) of ERISA, (iii) any application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of
the Internal Revenue Code, and (iv) a cessation of operations described in
Section 4062(e) of ERISA.

"Required Lenders" shall mean the Lenders holding outstanding
Revolving Loans and Revolving Credit Commitments (or, after the termination of
the Revolving Credit Commitments, outstanding Revolving Loans and Letter of
Credit Exposure) representing more than sixty-six and two-thirds percent
(66-2/3%) of the aggregate at such time of all outstanding Revolving Loans and
Revolving Credit Commitments (or, after the termination of the Revolving Credit
Commitments, the aggregate at such time of all outstanding Revolving Loans and
Letter of Credit Exposure).

"Requirement of Law" shall mean, with respect to any Person, the
charter, articles or certificate of organization or incorporation and bylaws or
other organizational or governing documents of such Person, and any statute,
law, treaty, rule, regulation, order, decree, writ, injunction or determination
of any arbitrator or court or other Governmental Authority, in each case
applicable to or binding upon such Person or

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<PAGE> 25

any of its property or to which such Person or any of its property is subject
or otherwise pertaining to any or all of the transactions contemplated by this
Agreement and the other Credit Documents.

"Reserve Requirement" shall mean, with respect to any Interest Period,
the reserve percentage (expressed as a decimal) in effect from time to time
during such Interest Period, as provided by the Federal Reserve Board, applied
for determining the maximum reserve requirements (including, without
limitation, basic, supplemental, marginal and emergency reserves) applicable to
First Union under Regulation D with respect to "Eurocurrency liabilities"
within the meaning of Regulation D, or under any similar or successor
regulation with respect to Eurocurrency liabilities or Eurocurrency funding.

"Revolving Credit Commitment" shall mean, with respect to any Lender
at any time, the amount set forth opposite such Lender's name on its signature
page hereto under the caption "Revolving Credit Commitment" or, if such Lender
has entered into one or more Assignment and Acceptances, the amount set forth
for such Lender at such time in the Register maintained by the Agent pursuant
to SECTION 11.7(b) as such Lender's "Revolving Credit Commitment," as such
amount may be reduced at or prior to such time pursuant to the terms hereof.

"Revolving Credit Commitment Fee" shall have the meaning given to such
term in SECTION 2.9(b).

"Revolving Credit Maturity Date" shall mean January 24, 2000;
provided, that if the Borrower successfully consummates a Qualified Public
Offering, "Revolving Credit Maturity Date" shall mean the third anniversary of
the date that such Qualified Public Offering is consummated.

"Revolving Credit Notes" shall mean the promissory notes of the
Borrower in substantially the form of EXHIBIT B, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.

"Revolving Credit Percentage" shall mean, with respect to any Lender
at any time, a fraction (expressed as a percentage) the numerator of which is
the Revolving Credit Commitment of such Lender at such time and the denominator
of which is the Total Revolving Credit Commitment at such time; provided that
if the Revolving Credit Percentage of any Lender is to be determined after the
Revolving Credit Commitments have been terminated, then such Revolving Credit
Percentage shall be determined immediately prior (and without giving effect) to
such termination.

"Revolving Credit Termination Date" shall mean the Revolving Credit
Maturity Date or such earlier date of termination of the Revolving Credit
Commitments pursuant to SECTION 2.5 or SECTION 9.2.

"Revolving Loans" shall have the meaning assigned to such term in
SECTION 2.1.

"Security Documents" shall mean the Borrower Pledge and Security
Agreement, the Subsidiary Pledge and Security Agreement and all other pledge or
security agreements,

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<PAGE> 26

mortgages, assignments or other similar agreements or instruments executed and
delivered by the Borrower or any of its Subsidiaries pursuant to SECTION 6.8 or
SECTION 6.9 or otherwise in connection with the transactions contemplated
hereby, in each case as amended, modified or supplemented from time to time.

"Series A Agreement" shall mean the Preferred Stock Purchase
Agreement, dated May 3, 1996, by and among General Atlantic Partners 28, L.P.,
GAP Coinvestment Partners, L.P., Brean Murray Associates IHS L.P., Gerald
Manolovici and the Borrower, as amended, modified or supplemented from time to
time in accordance with the terms of this Agreement.

Series G Preferred Stock Purchase Agreement, dated January 28, 1998,
by and between the Company and General Atlantic Partners 47, L.P. and GAP
Coinvestment Partners, L.P.

"Stated Amount" shall mean, with respect to any Letter of Credit at
any time, the aggregate amount available to be drawn thereunder at such time
(regardless of whether any conditions for drawing could then be met).

"Stockholders Agreement" shall mean the Second Amended and Restated
Stockholders Agreement, dated January 28, 1998, among the Borrower, the Equity
Purchasers, Partners Healthcare System, Inc., General Atlantic Partners 28,
L.P., General Atlantic Partners 38, L.P., General Atlantic Partners 47, L.P.,
GAP Coinvestment Partners, L.P. a Delaware limited partnership, Partners
Healthcare Systems, Inc., Wilfam, Ltd., Alltel Information Services, Inc.,
First Union Corporation, BT Investment Partners, Inc., Brean Murray Associates
IHS, L.P., Gerald Manolovici, St. Paul Venture Capital IV, L.L.C., Peter
Karmanos, Jr., the Kaufman Stockholders (as therein defined), Motorola, Inc., a
Delaware corporation, and Harvey J. Wilson, as amended, modified or
supplemented from time to time in accordance with the terms of this Agreement.

"Solvent" shall mean, as to any Person on any particular date, that
such Person (i) has capital reasonably sufficient to carry on its business and
transactions and all business and transactions in which it is about to engage,
(ii) is able to pay its debts as they mature, (iii) owns property having a fair
saleable value greater than the amount required to pay its probable liability
on existing debts as they mature (including known reasonable contingencies and
contingencies that should be included in notes of the financial statements of
such Person pursuant to Generally Accepted Accounting Principles), and (iv)
does not intend to, and does not believe that it will, incur debts or probable
liabilities beyond its ability to pay such debts or liabilities as they mature.

"Subordinated Indebtedness" shall have the meaning given to such term
in SECTION 8.2(ii).

"Subordination Agreement" shall mean the Subordination Agreement,
dated as of the Amendment Effective Date, executed by the parties to the
Preferred Stock Purchase Agreement and the Series A Agreement, the Borrower,
and the Agent, as amended, restated, modified or supplemented from time to
time.

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<PAGE> 27

"Subsidiary" shall mean, with respect to any Person, any corporation
or other Person of which fifty percent (50%) or more of the outstanding Capital
Stock having ordinary voting power to elect a majority of the board of
directors, board of managers or other governing body of such Person, is at the
time, directly or indirectly, owned or controlled by such Person and one or
more of its other Subsidiaries or a combination thereof (irrespective of
whether, at the time, securities of any other class or classes of any such
corporation or other Person shall or might have voting power by reason of the
happening of any contingency). When used without reference to a parent entity,
the term "Subsidiary" shall be deemed to refer to a Subsidiary of the Borrower.

"Subsidiary Guaranty" shall mean the amended and restated guaranty
agreement executed by the Wholly-Owned Subsidiaries of the Borrower in
substantially the form of EXHIBIT F, as amended, modified or supplemented from
time to time.

"Subsidiary Pledge and Security Agreement" shall mean the amended and
restated pledge and security agreement executed by the Subsidiaries of the
Borrower in favor of the Agent, in substantially the form of EXHIBIT H, as
amended, modified or supplemented from time to time.

"Swingline Commitment" shall mean $5,000,000 or, if less, the Total
Revolving Credit Commitments at the time of determination, as such amount may
be reduced at or prior to such time pursuant to the terms hereof.

"Swingline Lender" shall mean First Union in its capacity as maker of
Swingline Loans, and its successors in such capacity.

"Swingline Loans" shall have the meaning given to such term in SECTION
2.1(c).

"Swingline Maturity Date" shall mean the date that is five (5)
Business Days prior to the Revolving Credit Maturity Date.

"Swingline Note" shall mean the promissory note of the Borrower in
substantially the form of EXHIBIT B-2, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.

"Total Revolving Credit Commitments" shall mean, at any time, the sum
of the Revolving Credit Commitments of all Lenders at such time.

"Transaction Documents" shall mean, collectively, this Agreement and
the other Credit Documents, the Merger Agreement, the Preferred Stock Purchase
Agreement, the Warrants, the Stockholders Agreement, the Registration Rights
Agreement, and all other agreements, instruments, certificates and documents
executed and delivered by the Borrower or any of its Subsidiaries in connection
with the transactions contemplated thereby, in each case as amended, modified
or supplemented from time to time in accordance with the terms of this
Agreement

"Type" shall have the meaning given to such term in SECTION 2.2(a).

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<PAGE> 28

"Unfunded Pension Liability" shall mean, with respect to any Plan or
Multiemployer Plan, the excess of its benefit liabilities under Section
4001(a)(16) of ERISA over the current value of its assets, determined in
accordance with the applicable assumptions used for funding under Section 412
of the Code for the applicable plan year.

"Unutilized Revolving Credit Commitment" shall mean, with respect to
any Lender at any time, such Lender's Revolving Credit Commitment at such time,
in each case, less the sum of (i) the aggregate principal amount of all
Revolving Loans made by such Lender that are outstanding at such time and (ii)
such Lender's Pro Rata Share of all Letter of Credit Exposure at such time.

"Unutilized Swingline Commitment" shall mean, with respect to the
Swingline Lender at any time, the Swingline Commitment at such time less the
aggregate principal amount of all Swingline Loans that are outstanding at such
time.

"Warrants" shall mean the warrants to purchase Capital Stock of the
Borrower, issued in connection with the issuance of the Series B 8.5%
Cumulative Redeemable Preferred Stock, par value $.0l per share, of the
Borrower on the terms and conditions set forth in the Preferred Stock Purchase
Agreement, as amended, modified or supplemented from time to time in accordance
with the terms of this Agreement.

"Wholly Owned" shall mean, with respect to any Subsidiary of any
Person, that 100% of the outstanding Capital Stock of such Subsidiary is owned,
directly or indirectly, by such Person.

"Wilson Employment Agreement" shall mean the employment agreement,
dated May 1, 1996, between the Borrower and Harvey J. Wilson, as amended,
restated, modified or supplemented from time to time in accordance with the
terms hereof.

1.2 Accounting Terms. Except as specifically provided otherwise
in this Agreement, all accounting terms used herein that are not specifically
defined shall have the meanings customarily given them, and all financial
computations hereunder shall be made, in accordance with Generally Accepted
Accounting Principles. Notwithstanding the foregoing, in the event that any
changes in Generally Accepted Accounting Principles after the date hereof are
required to be applied to the Borrower and would affect the computation of the
financial covenants contained in SECTIONS 7.1 through 7.6, as applicable, such
changes shall be followed only from and after the date this Agreement shall
have been amended to take into account any such changes.

1.3 Other Terms; Construction. Unless otherwise specified or
unless the context otherwise requires, all references herein to sections,
annexes, schedules and exhibits are references to sections, annexes, schedules
and exhibits in and to this Agreement, and all terms defined in this Agreement
shall have the defined meanings when used in any other Credit Document or any
certificate or other document made or delivered pursuant hereto. All
references herein to the Lenders or any of them shall be deemed to include the
Issuing Lender unless specifically provided otherwise or unless the context
otherwise requires.

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ARTICLE II

AMOUNT AND TERMS OF THE LOANS

2.1 Commitments; Loans.

(a) The aggregate principal amount of all Revolving Loans (as
defined in the Original Credit Agreement) made pursuant to the Original Credit
Agreement and outstanding on the Amendment Effective Date (collectively, the
"Existing Revolving Loans") is $16,277,988.00. On the Amendment Effective
Date, the aggregate outstanding principal amount of all Existing Revolving
Loans shall automatically be converted to an equivalent principal amount of
Revolving Loans hereunder, made by the Lenders ratably in accordance with their
respective Revolving Credit Commitments, and for all purposes of this Agreement
shall be deemed to be Revolving Loans hereunder and entitled to the benefits of
(and subject to the terms of) this Agreement and the other Credit Documents.
To the extent possible, all such Revolving Loans hereunder shall be of the same
Type, and shall have the same Interest Period, as the corresponding Existing
Revolving Loans. All Letters of Credit issued under the Original Credit
Agreement shall be deemed issued hereunder.

(b) Each Lender severally agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Revolving Loan" and
collectively, the "Revolving Loans") to the Borrower, from time to time on any
Business Day during the period from the date hereof to the Revolving Credit
Termination Date in an amount not greater than the excess, if any, of its
Revolving Credit Commitment at such time over its outstanding Revolving Loans
and Letter of Credit Exposure at such time, provided that no Borrowing of
Revolving Loans shall be made if, immediately after giving effect thereto, the
sum of (x) the aggregate principal amount of Revolving Loans outstanding at
such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such
time (excluding the Reimbursement Obligations that are repaid with the proceeds
of Revolving Loans made pursuant to such Borrowing) and (z) the aggregate
principal amount of Swingline Loans outstanding at such time (excluding the
aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving
Loans made pursuant to such Borrowing) would exceed the Total Revolving Credit
Commitments at such time. Subject to and on the terms and conditions of this
Agreement, the Borrower may borrow, repay and reborrow Revolving Loans until
the Revolving Credit Termination Date.

(c) The Swingline Lender agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Swingline Loan," and
collectively, the "Swingline Loans") to the Borrower, from time to time on any
Business Day during the period from the Amendment Effective Date to but not
including the Swingline Maturity Date (or, if earlier, the Revolving Credit
Termination Date), in an aggregate principal amount at any time outstanding not
exceeding the Swingline Commitment, notwithstanding that the aggregate
principal amount of Swingline Loans outstanding at any time, when added to the
aggregate principal amount of the Revolving Loans made by the Swingline Lender
in its capacity as a Lender outstanding at such time and its Letter of Credit
Exposure at such time, may exceed its Revolving Credit Commitment at such
time, but provided that no Borrowing of Swingline Loans shall be made (i) if,
immediately after giving effect thereto, the sum of (x) the aggregate principal
amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of
Credit Exposure of all

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Lenders at such time and (z) the aggregate principal amount of Swingline Loans
outstanding at such time would exceed the Total Revolving Credit Commitments at
such time or (ii) if the Swingline Lender has received written notice from a
Lender that an Event of Default exists hereunder and requesting that the
Swingline Lender cease making Swingline Loans until the Event of Default has
been cured or waived by the Required Lenders. Subject to and on the terms and
conditions of this Agreement, the Borrower may borrow, repay (including by
means of a Borrowing of Revolving Loans pursuant to SECTION 2.2(e)) and
reborrow Swingline Loans.

2.2 Borrowings.

(a) The Revolving Loans shall, at the option of the Borrower and
subject to the terms and conditions of this Agreement, be either ABR Loans or
LIBOR Loans (each, a "Type" of Loan), provided that all Revolving Loans
comprising the same Borrowing shall, unless otherwise specifically provided
herein, be of the same Type. The Swingline Loans shall be made and maintained
as ABR Loans at all times.

(b) In order to make a Borrowing of Revolving Loans (other than
(x) Borrowings of Swingline Loans, which shall be made pursuant to SECTION
2.2(e), (y) Borrowings for the purpose of repaying Refunded Swingline Loans,
which shall be made pursuant to SECTION 2.2(e), and (z) Borrowings involving
continuations or conversions of outstanding Revolving Loans, which shall be
made pursuant to SECTION 2.11), the Borrower will give the Agent written notice
not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to
each such Borrowing to be comprised of LIBOR Loans and one (1) Business Day
prior to each such Borrowing to be comprised of ABR Loans; provided, however,
that a request for a Borrowing of any Revolving Loans to be made on the
Amendment Effective Date may, at the discretion of the Agent, be given later
than the times specified hereinabove. Each such notice (each, a "Notice of
Revolving Borrowing") shall be irrevocable, shall be given in the form of
EXHIBIT A-1 and shall specify (x) the aggregate principal amount and initial
Type of the Revolving Loans to be made pursuant to such Borrowing, (y) in the
case of a Borrowing of LIBOR Loans, the initial Interest Period to be
applicable thereto, and (z) the requested Borrowing Date, which shall be a
Business Day. Upon its receipt of a Notice of Revolving Borrowing, the Agent
will promptly notify each Lender of the proposed Borrowing. Notwithstanding
anything to the contrary contained herein:

(i) the aggregate principal amount of each Borrowing of
Revolving Loans that is comprised of ABR Loans shall not be less than
$500,000 or, if greater, an integral multiple of $100,000 in excess
thereof (or, if less, in the amount of the aggregate Unutilized
Revolving Credit Commitments), and the aggregate principal amount of
each Borrowing of Revolving Loans that is comprised of LIBOR Loans
shall not be less than $1,000,000 or, if greater, an integral
multiple of $500,000 in excess thereof;

(ii) if the Borrower shall have failed to designate the
Type of Revolving Loans comprising a Borrowing, the Borrower shall be
deemed to have requested a Borrowing comprised of ABR Loans; and

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<PAGE> 31
(iii) if the Borrower shall have failed to select the
duration of the Interest Period to be applicable to any Borrowing of
LIBOR Loans, then the Borrower shall be deemed to have selected an
Interest Period with a duration of one month.

(c) Not later than 1:00 p.m., Charlotte time, on the requested
Borrowing Date, each Lender will make available to the Agent for the account of
the Borrower at its office referred to in SECTION 11.5 (or at such other
location as the Agent may designate) an amount, in Dollars and in immediately
available funds, equal to the amount of the Revolving Loan or Revolving Loans
to be made by such Lender. To the extent the relevant Lenders have made such
amounts available to the Agent as provided hereinabove, the Agent will make the
aggregate of such amounts available to the Borrower by 3:30 p.m., Charlotte
time, on the Borrowing Date in accordance with SECTION 2.3(a) and in like funds
as received by the Agent.

(d) In order to make a Borrowing of a Swingline Loan, the Borrower
will give the Agent and the Swingline Lender written notice not later than
11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice
(each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given
in the form of EXHIBIT A-2 and shall specify (i) the principal amount of the
Swingline Loan to be made pursuant to such Borrowing (which shall not be less
than $250,000 and, if greater, shall be in an integral multiple of $100,000 in
excess thereof (or, if less, in the amount of the Unutilized Swingline
Commitment)) and (ii) the requested Borrowing Date, which shall be a Business
Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing
Date, the Swingline Lender will make available to the Agent at its office
referred to in SECTION 11.5 (or at such other location as the Agent may
designate) an amount, in Dollars and in immediately available funds, equal to
the amount of the requested Swingline Loan. To the extent the Swingline Lender
has made such amount available to the Agent as provided hereinabove, the Agent
will make such amount available to the Borrower in accordance with SECTION
2.3(a) and in like funds as received by the Agent.

(e) With respect to any outstanding Swingline Loans, the Swingline
Lender may at any time (whether or not an Event of Default has occurred and is
continuing) in its sole and absolute discretion, and is hereby authorized and
empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made
for the purpose of repaying such Swingline Loans by delivering to the Agent (if
the Agent is different from the Swingline Lender) and each other Lender (on
behalf of, and with a copy to, the Borrower), not later than 11:00 a.m.,
Charlotte time, one (1) Business Day prior to the proposed Borrowing Date
therefor, a notice (which shall be deemed to be a Notice of Borrowing given by
the Borrower) requesting the Lenders to make Revolving Loans (which shall be
made initially as ABR Loans) on such Borrowing Date in an aggregate amount
equal to the amount of such Swingline Loans (the "Refunded Swingline Loans")
outstanding on the date such notice is given that the Swingline Lender requests
to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested
Borrowing Date, each Lender (other than the Swingline Lender) will make
available to the Agent at its office referred to in SECTION 11.5 (or at such
other location as the Agent may designate) an amount, in Dollars and in
immediately available funds, equal to the amount of the Revolving Loan to be
made by such Lender. To the extent the Lenders have made such amounts
available to the Agent as provided hereinabove, the Agent will make the
aggregate of such amounts available to the Swingline Lender in like funds as
received by the Agent, which shall apply such amounts in repayment of the
Refunded Swingline Loans. Notwithstanding any provision of this Agreement to
the

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<PAGE> 32

contrary, on the relevant Borrowing Date, the Refunded Swingline Loans
(including the Swingline Lender's ratable share thereof, in its capacity as a
Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans
made as provided above (including a Revolving Loan deemed to have been made by
the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid
shall no longer be outstanding as Swingline Loans but shall be outstanding as
Revolving Loans. If any portion of any such amount repaid (or deemed to be
repaid) to the Swingline Lender shall be recovered by or on behalf of the
Borrower from the Swingline Lender in any bankruptcy, insolvency or similar
proceeding or otherwise, the loss of the amount so recovered shall be shared
ratably among all the Lenders in the manner contemplated by SECTION 2.15(b).

(f) If, as a result of any bankruptcy, insolvency or similar
proceeding with respect to the Borrower, Revolving Loans are not made pursuant
to subsection (e) above in an amount sufficient to repay any amounts owed to
the Swingline Lender in respect of any outstanding Swingline Loans, or if the
Swingline Lender is otherwise precluded for any reason from giving a notice on
behalf of the Borrower as provided for hereinabove, the Swingline Lender shall
be deemed to have sold without recourse, representation or warranty, and each
Lender shall be deemed to have purchased and hereby agrees to purchase, a
participation in such outstanding Swingline Loans in an amount equal to its
ratable share (based on its Pro Rata Share of the Total Revolving Credit
Commitments at such time) of the unpaid amount thereof together with accrued
interest thereon. Upon one (1) Business Day's prior notice from the Swingline
Lender, each Lender (other than the Swingline Lender) will make available to
the Agent at its office referred to in SECTION 11.5 (or at such other location
as the Agent may designate) an amount, in Dollars and in immediately available
funds, equal to its respective participation. To the extent the Lenders have
made such amounts available to the Agent as provided hereinabove, the Agent
will make the aggregate of such amounts available to the Swingline Lender in
like funds as received by the Agent. In the event any such Lender fails to
make available to the Agent the amount of such Lender's participation as
provided in this subsection (f), the Swingline Lender shall be entitled to
recover such amount on demand from such Lender, together with interest thereon
for each day from the date such amount is required to be made available for the
account of the Swingline Lender until the date such amount is made available to
the Swingline Lender at the Federal Funds Rate for the first three (3) Business
Days and thereafter at the Adjusted Alternate Base Rate applicable to Revolving
Loans. Promptly following its receipt of any payment by or on behalf of the
Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each
Lender that has acquired a participation therein such Lender's ratable share of
such payment.

(g) Notwithstanding any provision of this Agreement to the
contrary, the obligation of each Lender (other than the Swingline Lender) to
make Revolving Loans for the purpose of repaying any Refunded Swingline Loans
pursuant to subsection (e) above and each such Lender's obligation to purchase
a participation in any unpaid Swingline Loans pursuant to subsection (f) above
shall be absolute and unconditional and shall not be affected by any
circumstance or event whatsoever, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right that such Lender may
have against the Swingline Lender, the Agent, the Borrower or any other Person
for any reason whatsoever, (ii) the occurrence or continuance of any Default or
Event of Default, (iii) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of the
Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by
any party hereto.

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2.3 Disbursements; Funding Reliance; Domicile of Loans.

(a) The Borrower hereby authorizes the Agent to disburse the
proceeds of each Borrowing in accordance with the terms of any written
instructions from any of the Authorized Officers, provided that the Agent shall
not be obligated under any circumstances to forward amounts to any account not
listed in an Account Designation Letter. The Borrower may at any time deliver
to the Agent an Account Designation Letter listing any additional accounts or
deleting any accounts listed in a previous Account Designation Letter.

(b) Unless the Agent has received, prior to 1:00 p.m., Charlotte
time, on the relevant Borrowing Date, written notice from a Lender that such
Lender will not make available to the Agent such Lender's ratable portion, if
any, of the relevant Borrowing, the Agent may assume that such Lender has made
such portion available to the Agent in immediately available funds on such
Borrowing Date in accordance with the applicable provisions of SECTION 2.2, and
the Agent may, in reliance upon such assumption, but shall not be obligated to,
make a corresponding amount available to the Borrower on such Borrowing Date.
If and to the extent that such Lender shall not have made such portion
available to the Agent, and the Agent shall have made such corresponding amount
available to the Borrower, such Lender agrees to pay to the Agent forthwith on
demand such corresponding amount, together with interest thereon for each day
from the date such amount is made available to the Borrower until the date
such amount is repaid to the Agent at the Federal Funds Rate. If such Lender
shall repay to the Agent such corresponding amount within three (3) Business
Days after the Borrowing Date, such amount shall constitute such Lender's
Revolving Loan as part of such Borrowing for purposes of this Agreement. If
such Lender does not make such amount available to the Agent within three (3)
Business Days after the Borrowing Date, the Agent shall promptly notify the
Borrower thereof, and the Borrower (to the extent the proceeds of the
corresponding Revolving Loan amount have been made available by the Agent, on
behalf of such Lender, to the Borrower) will, upon such notice, repay to the
Agent an amount equal to such amount together with interest thereon at the rate
applicable to the Revolving Loans disbursed on the Borrowing Date, from the
date such amount is made available to the Borrower until such amount is repaid
to the Agent. The failure of any Lender to make any Revolving Loan required to
be made by it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Revolving Loan as part of such
Borrowing, or relieve the Lender who failed to make such amount available of
its obligation to subsequently repay such amount, or relieve any Lender
(including the Lender that failed to make such amount available) of its
obligation, if any, hereunder to make its ratable portion of any Borrowing
available as part of any subsequent Revolving Loans, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Loan to
be made by such other Lender as part of any Borrowing.

(c) Each Lender may, at its option, make and maintain any
Revolving Loan at, to or for the account of any of its Lending Offices,
provided that any exercise of such option shall not affect the obligation of
the Borrower to repay such Revolving Loan to or for the account of such Lender
in accordance with the terms of this Agreement.

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2.4 Notes.

(a) The Revolving Loans made by each Lender shall be evidenced by
a Revolving Credit Note appropriately completed in substantially the form of
EXHIBIT B-1. The Swingline Loans made by the Swingline Lender shall be
evidenced by a Swingline Note appropriately completed in substantially the form
of EXHIBIT B-2.

(b) Each Revolving Credit Note issued to a Lender shall (i) be
executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be
dated as of the Amendment Effective Date, (iv) be in a stated principal amount
equal to such Lender's Revolving Credit Commitment, (v) bear interest in
accordance with the provisions of SECTION 2.8, as the same may be applicable to
the Revolving Loans made by such Lender from time to time, and (vi) be entitled
to all of the benefits of this Agreement and the other Credit Documents and
subject to the provisions hereof and thereof. The amount of principal owing on
each Revolving Credit Note at any given time shall be the aggregate amount of
all Revolving Loans made under such Revolving Credit Note, less all payments of
principal theretofore made by the Borrower and applied thereto in accordance
with the terms of this Agreement.

(c) Each Lender (or Swingline Lender, as applicable) will record
on its internal records the amount and Type of each Revolving Loan, or
Swingline Loan, as applicable, made by it and each payment received by it in
respect thereof and will, in the event of any transfer of any of its Revolving
Credit Notes or Swingline Notes, as applicable, either endorse on the reverse
side thereof or on a schedule attached thereto (or any continuation thereof)
the outstanding principal amount and Type of the Revolving Loans, or Swingline
Loan, as applicable, evidenced thereby as of the date of transfer or provide
such information on a schedule to the Assignment and Acceptance relating to
such transfer; provided, however, that the failure of any Lender (or Swingline
Lender, as applicable) to make any such recordation or provide any such
information, or any error therein, shall not affect the Borrower's obligations
under this Agreement or the Revolving Credit Notes or the Swingline Note.

(d) The Swingline Note shall (i) be executed by the Borrower, (ii)
be payable to the order of the Swingline Lender, (iii) be dated as of the
Amendment Effective Date, (iv) be in a stated principal amount equal to the
Swingline Commitment, (v) bear interest in accordance with the provisions of
SECTION 2.8, as the same may be applicable from time to time to the Swingline
Loans, and (vi) be entitled to all of the benefits of this Agreement and the
other Credit Documents and subject to the provisions hereof and thereof. The
amount of principal owing on each Swingline Note at any given time shall be the
aggregate amount of all Swingline Loans made under such Swingline Note, less
all payments of principal theretofore made by the Borrower and applied thereto
in accordance with the terms of this Agreement.

2.5 Termination and Reduction of Revolving Credit Commitments and
Swingline Commitment.

(a) The Revolving Credit Commitments of each Lender shall be
automatically and permanently terminated on the Revolving Credit Termination
Date. The Swingline Commitment

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shall be automatically and permanently terminated on the Swingline Maturity
Date, unless sooner terminated pursuant to any other provision of this Section
or SECTION 9.2.

(b) The Revolving Credit Commitments shall, on each date upon
which a prepayment of the Loans is required under any provision of SECTION 2.6
(exclusive of any such prepayments under SECTION 2.6(c)(ii) resulting from a
Qualified Public Offering), be automatically and permanently reduced by the
amount, if any, by the amount of such required prepayment.

(c) At any time and from time to time after the date hereof, upon
not less than five (5) Business Days' prior written notice to the Agent (and,
in the case of a termination or reduction of the Unutilized Swingline
Commitment, the Swingline Lender), the Borrower may terminate in whole or
reduce in part the aggregate Unutilized Revolving Credit Commitments or the
Unutilized Swingline Commitment, provided that any such partial reduction
shall be in an aggregate amount of not less than $500,000 or, if greater, an
integral multiple of $100,000 in excess thereof ($250,000 and $100,000,
respectively, in the case of the Unutilized Swingline Commitment). The amount
of any termination or reduction made under this subsection (c) may not
thereafter be reinstated.

(d) Each reduction of the Revolving Credit Commitments pursuant to
this Section shall be applied ratably among the Lenders according to their
respective Revolving Credit Commitments. Notwithstanding any provision of this
Agreement to the contrary, any reduction of the Revolving Credit Commitments
pursuant to this Section that has the effect of reducing the aggregate
Revolving Credit Commitments to an amount less than the amount of the Swingline
Commitment at such time shall result in an automatic corresponding reduction of
the Swingline Commitment to the amount of the aggregate Revolving Credit
Commitments (as so reduced), without any further action on the part of the
Borrower or the Swingline Lender.

2.6 Mandatory Repayments and Prepayments.

(a) Except to the extent due or paid sooner pursuant to the
provisions of this Agreement, (i) the aggregate outstanding principal of the
Revolving Loans shall be due and payable in full on the Revolving Credit
Maturity Date, and (ii) the aggregate outstanding principal of the Swingline
Loans shall be due and payable in full on the Swingline Maturity Date.

(b) In the event that at any time the sum of (x) the aggregate
principal amount of Revolving Loans outstanding at such time, (y) the aggregate
Letter of Credit Exposure of all Lenders at such time (excluding the
Reimbursement Obligations that are prepaid with the proceeds of Revolving Loans
made on the date of determination) and (z) the aggregate principal amount of
Swingline Loans outstanding at such time (excluding the aggregate amount of any
Swingline Loans to be repaid with proceeds of Revolving Loans made on the date
of determination) shall exceed the Total Revolving Credit Commitments at such
time (after giving effect to any concurrent termination or reduction thereof),
the Borrower will immediately prepay the outstanding principal amount of the
Swingline Loans and, to the extent of any excess remaining after prepayment in
full of outstanding Swingline Loans, the Borrower will immediately prepay the
outstanding principal amount of the Revolving Loans in the amount of such
excess; provided that, to the extent such excess amount is greater than the
aggregate

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principal amount of Revolving Loans outstanding immediately prior to the
application of such prepayment, the amount so prepaid in excess of such
aggregate principal amount of Revolving Loans shall be retained by the Agent
and held in the Cash Collateral Account as cover for the Letter of Credit
Exposure of the Lenders, as more particularly described in SECTION 3.8, and
thereupon such cash shall be deemed to reduce the aggregate Letter of Credit
Exposure by an equivalent amount.

(c) Promptly upon (and in any event not later than two (2)
Business Days after) its receipt thereof, in the case of an Equity Issuance
(other than a Qualified Public Offering) the Borrower will prepay the
outstanding principal amount of the Revolving Loans in an amount equal to the
lesser of (v) 80% of the Net Cash Proceeds from any Equity Issuance (other than
a Qualified Public Offering) and (w) the total outstanding Revolving Loans and
Swingline Loans. Promptly upon (and in any event not later than two (2)
Business Days after) its receipt thereof, in the case of a Qualified Public
Offering, the Borrower will prepay the outstanding principal amount of the
Revolving Loans in an amount equal to the lesser of (x) 100% of the Net Cash
Proceeds from a Qualified Public Offering or (y) the total outstanding
Revolving Loans and Swingline Loans, and will deliver to the Agent,
concurrently with such prepayment, a certificate signed by a Financial Officer
in form and substance satisfactory to the Agent and setting forth the
calculation of such Net Cash Proceeds.

(d) Not later than 180 days after its receipt of any proceeds of
insurance, condemnation award or other compensation in respect of any Casualty
Event (a "Casualty Event Payment Date"), the Borrower will prepay the
outstanding principal amount of the Loans in an amount equal to 100% of the Net
Cash Proceeds from such Casualty Event less any amounts theretofore applied to
the repair or replacement of property subject to such Casualty Event) and will
deliver to the Agent, concurrently with such prepayment, a certificate signed
by a Financial Officer in form and substance satisfactory to the Agent and
setting forth the calculation of such Net Cash Proceeds; provided, however,
that, notwithstanding the foregoing, (i) upon the Borrower's determination not
to repair or replace any property subject to such casualty, the Borrower may,
prior to such Casualty Event Payment Date, use such proceeds (or notify the
Agent to apply any proceeds that are held by the Agent) to make a voluntary
prepayment pursuant to SECTION 2.7, (ii) nothing in this subsection shall be
deemed to limit or otherwise affect any right of the Agent herein or in any of
the other Credit Documents to receive and hold such proceeds as loss payee and
to disburse the same to the Borrower upon the terms hereof or thereof, or any
obligation of the Borrower and each of its Subsidiaries herein or in any of the
other Credit Documents to remit any such proceeds to the Agent upon its receipt
thereof, and (iii) any and all such proceeds received or held by the Agent or
the Borrower or any of its Subsidiaries during the continuance of an Event of
Default (regardless of any proposed or actual use thereof for repair or
replacement) shall be applied to prepay the outstanding principal amount of the
Loans.

(e) Promptly upon (and in any event not later than five (5)
Business Days after) its receipt thereof, the Borrower will prepay the
outstanding principal amount of the Loans in an amount equal to 85% of the Net
Cash Proceeds from any Asset Disposition and will deliver to the Agent,
concurrently with such prepayment, a certificate signed by a Financial Officer
in form and substance satisfactory to the Agent and setting forth the
calculation of such Net Cash

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Proceeds. Notwithstanding the foregoing, nothing in this subsection shall be
deemed to permit any Asset Disposition not expressly permitted under SECTION
8.5.

(f) Promptly upon (and in any event not later than two (2)
Business Days after) its receipt thereof, the Borrower will prepay the
outstanding principal amount of the Loans in an amount equal to 100% of any
proceeds of the key-man life insurance required under SECTION 6.6(b).

(g) Each prepayment of the Loans made pursuant to subsections (c)
through (f) above (each, a "Prepayment Event") shall be applied (i) first, to
reduce the outstanding principal amount of the Swingline Loans, with a
corresponding reduction to the Total Revolving Credit Commitments as provided
in SECTION 2.5(b), (ii) second, to the extent of any excess remaining after
application as provided in clause (i) above, to reduce the outstanding
principal amount of the Revolving Loans, with a corresponding reduction to the
Revolving Credit Commitments to the extent provided in SECTION 2.5(b), (iii)
third, to the extent of any excess remaining after application as provided in
clauses (i) and (ii) above, to pay any outstanding Reimbursement Obligations,
and (iv) fourth, to the extent of any excess remaining after application as
provided in the preceding clauses (i) through (iii) above, to cash
collateralize Letter of Credit Exposure (in an aggregate amount equal to the
Stated Amount of any outstanding Letters of Credit) pursuant to SECTION 3.8
and, thereafter, any remaining amounts shall be returned to the Borrower. Each
such prepayment shall be applied ratably among the Lenders holding the Loans
being prepaid, in proportion to the principal amount held by each, and shall be
applied first to prepay all ABR Loans before any LIBOR Loans are prepaid. Any
amounts remaining after each application to ABR Loans shall, at the option of
the Borrower, be applied to prepay LIBOR Loans immediately and/or shall be
deposited in a separate Prepayment Account (as defined below) for the LIBOR
Loans. The Agent shall apply any cash deposited in the Prepayment Account to
prepay LIBOR Loans on the last day of their respective Interest Periods (or, at
the direction of the Borrower, on any earlier date), until all outstanding
LIBOR Loans have been prepaid or until all the allocable cash on deposit in the
Prepayment Account has been exhausted. For purposes of this Agreement, the
term "Prepayment Account" shall mean an account established by the Borrower
with the Agent and over which the Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal for application in
accordance with this SECTION 2.6(g). The Agent will, at the request of the
Borrower, invest amounts on deposit in the Prepayment Account in Cash
Equivalents that mature prior to the last day of the applicable Interest
Periods of the LIBOR Loans to be prepaid; provided, however, that (i) the Agent
shall not be required to make any investment that, in its sole judgment, would
require or cause the Agent to be in, or would result in any, violation of any
law, rule or regulation and (ii) if a Default or an Event of Default shall have
occurred and be continuing, the Agent may in its sole discretion, but shall not
be required to, invest such amounts in Cash Equivalents requested by the
Borrower. The Borrower shall indemnify the Agent for any losses relating to
the investments so that the amount available to prepay LIBOR Loans on the last
day of the applicable Interest Periods is not less than the amount that would
have been available had no investments been made pursuant thereto. Other than
any interest earned on such investments, the Prepayment Accounts shall not bear
interest. Interest or profits, if any, on such investments shall be deposited
in the applicable Prepayment Account and reinvested and disbursed as specified
above. If the maturity of the Loans has been accelerated pursuant to ARTICLE
IX, the Agent may, in its sole discretion, apply all amounts on

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deposit in the Prepayment Account to satisfy any of the Obligations (provided
that such amounts shall be applied first to prepay all outstanding ABR Loans).
The Borrower hereby pledges and assigns to the Agent, for its benefit and the
benefit of the Lenders, each Prepayment Account established hereunder to secure
the Obligations.

(h) In the event and on each occasion that a Prepayment Event
occurs, the Borrower shall give to the Agent and the Lenders at least five (5)
Business Days' prior written notice of such event (to the extent practicable),
the amount of Loans anticipated to be prepaid and the application of such
prepayment as set forth in subsection (g) above.

(i) Each payment or prepayment of a LIBOR Loan made pursuant to
the provisions of this SECTION 2.6 on a day other than the last day of the
Interest Period applicable thereto shall be made together with all amounts
required under SECTION 2.18 to be paid as a consequence thereof.

2.7 Voluntary Prepayments.

(a) At any time and from time to time, the Borrower shall have the
right to prepay the Loans, in whole or in part, without premium or penalty
(except as provided in clause (iii) below), upon written notice to the Agent in
the form of EXHIBIT C (each, a "Notice of Prepayment"), given not later than
11:00 a.m., Charlotte time, three (3) Business Days prior to each intended
prepayment, provided that (i) each partial prepayment shall be in an aggregate
principal amount of not less than $500,000 ($250,000 in the case of Swingline
Loans) or, if greater, an integral multiple of $100,000 in excess thereof, (ii)
no partial prepayment of LIBOR Loans made pursuant to any single Borrowing
shall reduce the aggregate outstanding principal amount of the remaining LIBOR
Loans under such Borrowing to less than $1,000,000 or to any greater amount not
an integral multiple of $500,000 in excess thereof, and (iii) unless made
together with all amounts required under SECTION 2.18 to be paid as a
consequence of such prepayment, a prepayment of a LIBOR Loan may be made only
on the last day of the Interest Period applicable thereto. Each such Notice of
Prepayment shall specify the proposed date of such prepayment and the aggregate
principal amount and Type of Loans to be prepaid (and, in the case of LIBOR
Loans, the Interest Period of the Borrowing pursuant to which made) and shall
be irrevocable and shall bind the Borrower to make such prepayment on the terms
specified therein. Revolving Loans and Swingline Loans prepaid pursuant to
this subsection (a) may be reborrowed, subject to the terms and conditions of
this Agreement.

(b) Each payment of Loans made pursuant to subsection (a) above
shall be applied to such Loans outstanding as directed by the Borrower in the
related Notice of Prepayment. Each prepayment of the Loans pursuant to this
SECTION 2.7 shall be applied ratably among the Lenders holding the Loans being
prepaid in accordance with this subsection (b), in proportion to the principal
amount held by each.

2.8 Interest.

(a) The Borrower will pay interest in respect of the unpaid
principal amount of each Loan, from the date of Borrowing thereof until such
principal amount shall be paid in full, (i) at

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the Adjusted Alternate Base Rate, as in effect from time to time during such
periods as such Loan is an ABR Loan, and (ii) at the Adjusted LIBOR Rate, as in
effect from time to time during such periods as such Loan is a LIBOR Loan.

(b) Upon the occurrence and during the continuance of an Event of
Default as the result of failure by the Borrower to pay any principal of or
interest on any Loan, any fees or other amount hereunder when due (whether at
maturity, pursuant to acceleration or otherwise), and (at the election of the
Required Lenders) upon the occurrence and during the continuance of any other
Event of Default, all outstanding principal amounts of the Loans and, to the
greatest extent permitted by law, all interest accrued on the Loans and all
other accrued and outstanding fees and other amounts hereunder, shall bear
interest at a rate per annum equal to the interest rate applicable from time to
time thereafter to such Loans (whether the Adjusted Alternate Base Rate or the
Adjusted LIBOR Rate) plus 2% (or, in the case of fees and other amounts, at the
Adjusted Alternate Base Rate applicable to Revolving Loans plus 2%), and, in
each case, such default interest shall be payable on demand. To the greatest
extent permitted by law, interest shall continue to accrue after the filing by
or against the Borrower of any petition seeking any relief in bankruptcy or
under any law pertaining to insolvency or debtor relief.

(i) in respect of each ABR Loan (including any ABR Loan
or portion thereof paid or prepaid pursuant to the provisions of
SECTION 2.6, except as provided hereinbelow), in arrears on the last
Business Day of each calendar quarter, beginning with the first such
day to occur after the Amendment Effective Date; provided, that in the
event the Loans are repaid or prepaid in full and the Revolving Credit
Commitments and the Swingline Commitment have been terminated, then
accrued interest in respect of all ABR Loans shall be payable together
with such repayment or prepayment on the date thereof,

(ii) in respect of each LIBOR Loan (including any LIBOR
Loan or portion thereof paid or prepaid pursuant to the provisions of
SECTION 2.6, except as provided hereinbelow), in arrears on the last
Business Day of the Interest Period applicable thereto (subject to the
provisions of clause (iv) in SECTION 2.10); provided, that in the
event all LIBOR Loans made pursuant to a single Borrowing are repaid
or prepaid in full, then accrued interest in respect of such LIBOR
Loans shall be payable together with such repayment or prepayment on
the date thereof; and

(iii) in respect of any Loan, at maturity (whether pursuant
to acceleration or otherwise) and, after maturity, on demand.

(d) Nothing contained in this Agreement or in any other Credit
Document shall be deemed to establish or require the payment of interest to any
Lender at a rate in excess of the maximum rate permitted by applicable law. If
the amount of interest payable for the account of any Lender on any interest
payment date would exceed the maximum amount permitted by applicable law to be
charged by such Lender, the amount of interest payable for its account on such
interest payment date shall be automatically reduced to such maximum
permissible amount.

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<PAGE> 40

In the event of any such reduction affecting any Lender, if from time to time
thereafter the amount of interest payable for the account of such Lender on any
interest payment date would be less than the maximum amount permitted by
applicable law to be charged by such Lender, then the amount of interest
payable for its account on such subsequent interest payment date shall be
automatically increased to such maximum permissible amount, provided that at no
time shall the aggregate amount by which interest paid for the account of any
Lender has been increased pursuant to this sentence exceed the aggregate amount
by which interest paid for its account has theretofore been reduced pursuant to
the previous sentence.

(e) The Agent shall promptly notify the Borrower and the Lenders
upon determining the interest rate for each Borrowing of LIBOR Loans after its
receipt of the relevant Notice of Revolving Borrowing or Notice of
Conversion/Continuation, and upon each change in the Alternate Base Rate;
provided, however, that the failure of the Agent to provide the Borrower or the
Lenders with any such notice shall neither affect any obligations of the
Borrower or the Lenders hereunder nor result in any liability on the part of
the Agent to the Borrower or any Lender. Each such determination (including
each determination of the Reserve Requirement) shall, absent manifest error, be
conclusive and binding on all parties hereto.

2.9 Fees. The Borrower agrees to pay:

(a) To First Union for its own account, on the date of execution
of this Agreement, the fee described in the second paragraph of the Fee Letter,
in the amount set forth therein as due and payable on such date;

(b) To the Agent, for the account of each Lender, a commitment fee
(the "Revolving Credit Commitment Fee") for the period from the date of this
Agreement to the Revolving Credit Termination Date, at a per annum rate equal
to 0.375% on such Lender's average daily aggregate Unutilized Revolving Credit
Commitment, payable in arrears (i) on the last Business Day of each calendar
quarter, beginning with the first such day to occur after the Amendment
Effective Date, and (ii) on the Revolving Credit Termination Date;

(c) To the Agent, for the account of each Lender with a Revolving
Credit Commitment, a letter of credit fee for each calendar quarter in respect
of all Letters of Credit outstanding during such quarter, at a per annum rate
equal to the Applicable Margin Percentage from time to time during such quarter
for Revolving Loans that are maintained as LIBOR Loans, on such Lender's
ratable share (based on the proportion that its Revolving Credit Commitment
bears to the aggregate Revolving Credit Commitments) of the daily average
aggregate Stated Amount of such Letters of Credit, payable in arrears (i) on
the last Business Day of each calendar quarter, beginning with the first such
day to occur after the Amendment Effective Date, and (ii) on the later of the
Revolving Credit Termination Date and the date of termination of the last
outstanding Letter of Credit;

(d) To the Issuing Lender, for its own account, a facing fee for
each calendar quarter in respect of all Letters of Credit outstanding during
such quarter, at a per annum rate of 0.125% on the daily average aggregate
Stated Amount of such Letters of Credit, payable in arrears (i) on the last
Business Day of each calendar quarter, beginning with the first such day to
occur after

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<PAGE> 41

the Amendment Effective Date, and (ii) on the later of the Revolving Credit
Termination Date and the date of termination of the last outstanding Letter of
Credit; and

(e) To the Agent, for its own account, the annual administrative
fee described in the third paragraph of the Fee Letter, on the terms and
conditions, in the amount and at the times set forth therein.

2.10 Interest Periods. Concurrently with the giving of (y) a
Notice of Revolving Borrowing or (z) a Notice of Conversion/Continuation in
respect of any Borrowing comprised of ABR Loans to be converted into, or LIBOR
Loans to be continued as, LIBOR Loans, the Borrower shall have the right to
elect, pursuant to such notice, the interest period (each, an "Interest
Period") to be applicable to such LIBOR Loans, which Interest Period shall, at
the option of the Borrower, be a one, two or three-month period; provided,
however, that:

(i) all LIBOR Loans comprising a single Borrowing shall
at all times have the same Interest Period;

(ii) the initial Interest Period for any LIBOR Loan shall
commence on the date of the Borrowing of such LIBOR Loan (including
the date of any continuation of, or conversion into, such LIBOR Loan),
and each successive Interest Period applicable to such LIBOR Loan
shall commence on the day on which the next preceding Interest Period
applicable thereto expires;

(iii) LIBOR Loans may not be outstanding under more than
six (6) separate Interest Periods at any one time (for which purpose
Interest Periods shall be deemed to be separate even if they are
coterminous);

(iv) if any Interest Period otherwise would expire on a
day that is not a Business Day, such Interest Period shall expire on
the next succeeding Business Day unless such next succeeding Business
Day falls in another calendar month, in which case such Interest
Period shall expire on the next preceding Business Day;

(v) the Borrower may not select any Interest Period that
begins prior to the third (3rd) Business Day after the Amendment
Effective Date or that expires after the Revolving Credit Maturity
Date, with respect to Revolving Loans that are to be maintained as
LIBOR Loans;

(vi) if any Interest Period begins on a day for which
there is no numerically corresponding day in the calendar month during
which such Interest Period would otherwise expire, such Interest
Period shall expire on the last Business Day of such calendar month;
and

(vii) if, upon the expiration of any Interest Period
applicable to a Borrowing of LIBOR Loans, the Borrower shall have
failed to elect a new Interest Period to be applicable to such LIBOR
Loans, then the Borrower shall be deemed to have elected to

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<PAGE> 42

convert such LIBOR Loans into ABR Loans as of the expiration of the
then current Interest Period applicable thereto.

2.11 Conversions and Continuations.

(a) The Borrower shall have the right, on any Business Day
occurring on or after the Amendment Effective Date, to elect (i) to convert all
or a portion of the outstanding principal amount of any ABR Loans into LIBOR
Loans, or to convert any LIBOR Loans the Interest Periods for which end on the
same day into ABR Loans, or (ii) to continue all or a portion of the
outstanding principal amount of any LIBOR Loans the Interest Periods for which
end on the same day for an additional Interest Period, provided that (x) any
such conversion of LIBOR Loans into ABR Loans shall involve an aggregate
principal amount of not less than $500,000 or, if greater, an integral multiple
of $100,000 thereof; any such conversion of ABR Loans into, or continuation of,
LIBOR Loans shall involve an aggregate principal amount of not less than
$1,000,000 or, if greater, an integral multiple of $500,000 thereof, and no
partial conversion of LIBOR Loans made pursuant to a single Borrowing shall
reduce the outstanding principal amount of such LIBOR Loans to less than
$1,000,000 or to any greater amount not an integral multiple of $500,000 in
excess thereof, (x) except as otherwise provided in SECTION 2.16(D), LIBOR
Loans may be converted into ABR Loans only on the last day of the Interest
Period applicable thereto (and, in any event, if a LIBOR Loan is converted into
an ABR Loan on any day other than the last day of the Interest Period
applicable thereto, the Borrower will pay, upon such conversion, all amounts
required under SECTION 2.18 to be paid as a consequence thereof), (y) no such
conversion or continuation shall be permitted with regard to any ABR Loans that
are Swingline Loans, and (z) no conversion of ABR Loans into LIBOR Loans or
continuation of LIBOR Loans upon the expiration of the Interest Period therefor
shall be permitted during the continuance of a Default or Event of Default.

(b) The Borrower shall make each such election by giving the Agent
written notice not later than 11:00 a.m., Charlotte time, three (3) Business
Days prior to the intended effective date of any conversion of ABR Loans into,
or continuation of, LIBOR Loans and one (1) Business Day prior to the intended
effective date of any conversion of LIBOR Loans into ABR Loans. Each such
notice (each, a "Notice of Conversion/Continuation") shall be irrevocable,
shall be given in the form of EXHIBIT D and shall specify (x) the date of such
conversion or continuation (which shall be a Business Day), (y) in the case of
a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be
applicable thereto, and (z) the aggregate amount and Type of the Revolving
Loans being converted or continued. Upon the receipt of a Notice of
Conversion/Continuation, the Agent will promptly notify each Lender of the
proposed conversion or continuation. In the event that the Borrower shall fail
to deliver a Notice of Conversion/Continuation as provided herein with respect
to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be
converted to ABR Loans upon the expiration of the then current Interest Period
applicable thereto (unless repaid pursuant to the terms hereof).

2.12 Method of Payments; Computations.

(a) All payments by the Borrower hereunder shall be made without
setoff, counterclaim or other defense, in Dollars and in immediately available
funds to the Agent, for

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<PAGE> 43

the account of the Lenders entitled to such payment (except as otherwise
expressly provided herein as to payments required to be made directly to the
Issuing Lender and the Lenders), at the Agent's office referred to in SECTION
11.5, prior to 12:00 noon, Charlotte time, on the date payment is due. Any
payment made as required hereinabove, but after 12:00 noon, Charlotte time,
shall be deemed to have been made on the next succeeding Business Day. If any
payment falls due on a day that is not a Business Day, then such due date shall
be extended to the next succeeding Business Day (except that in the case of
LIBOR Loans to which the proviso of clause (iv) in SECTION 2.10 is applicable,
such due date shall be the next preceding Business Day), and such extension of
time shall then be included in the computation of payment of interest, fees or
other applicable amounts.

(b) The Agent will distribute to the Lenders like amounts relating
to payments made to the Agent for the account of the Lenders as follows: (i)
if the payment is received by 12:00 noon, Charlotte time, in immediately
available funds, the Agent will make available to each relevant Lender on the
same date, by wire transfer of immediately available funds, such Lender's
ratable share of such payment (based on the percentage that the amount of the
relevant payment owing to such Lender bears to the total amount of such payment
owing to all of the relevant Lenders), and (ii) if such payment is received
after 12:00 noon, Charlotte time, or in other than immediately available funds,
the Agent will make available to each such Lender its ratable share of such
payment by wire transfer of immediately available funds on the next succeeding
Business Day (or in the case of uncollected funds, as soon as practicable
after collected). If the Agent shall not have made a required distribution to
the appropriate Lenders as required hereinabove after receiving a payment for
the account of such Lenders, the Agent will pay to each such Lender, on demand,
its ratable share of such payment with interest thereon at the Federal Funds
Rate for each day from the date such amount was required to be disbursed by the
Agent until the date repaid to such Lender. The Agent will distribute to the
Issuing Lender like amounts relating to payments made to the Agent for the
account of the Issuing Lender in the same manner, and subject to the same terms
and conditions, as set forth hereinabove with respect to distributions of
amounts to the Lenders.

(c) Unless the Agent shall have received written notice from the
Borrower prior to the date on which any payment is due to any Lender hereunder
that such payment will not be made in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date, and the Agent
may, in reliance on such assumption, but shall not be obligated to, cause to be
distributed to such Lender on such due date an amount equal to the amount then
due to such Lender. If and to the extent the Borrower shall not have so made
such payment in full to the Agent, and without limiting the obligation of the
Borrower to make such payment in accordance with the terms hereof, such Lender
shall repay to the Agent forthwith on demand such amount so distributed to such
Lender, together with interest thereon for each day from the date such amount
is so distributed to such Lender until the date repaid to the Agent, at the
Federal Funds Rate.

(d) Each Lender for whose account any payment is to be made
hereunder may, but shall not be obligated to, debit the amount of any such
payment not made as and when required hereunder to any ordinary deposit account
of the Borrower with such Lender (with prompt notice

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<PAGE> 44

to the Agent and the Borrower); provided, however, that the failure to give
such notice shall not affect the validity of such debit by such Lender.

(e) All computations of interest and fees hereunder (including
computations of the Reserve Requirement) shall be made on the basis of a year
consisting of (i) in the case of interest on ABR Loans, 365 days, or (ii) in
all other instances, 360 days; and in each instance under (i) and (ii) above,
with regard to the actual number of days (including the first day, but
excluding the last day) elapsed.

2.13 Recovery of Payments.

(a) The Borrower agrees that to the extent the Borrower makes a
payment or payments to or for the account of the Agent, the Issuing Lender or
any Lender, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid to a trustee, receiver or any other party under any bankruptcy,
insolvency or similar state or federal law, common law or equitable cause,
then, to the extent of such payment or repayment, the Obligation intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been received.

(b) If any amounts distributed by the Agent to any Lender are
subsequently returned or repaid by the Agent to the Borrower or its
representative or successor in interest, whether by court order or by
settlement approved by the Lender in question, such Lender will, promptly upon
receipt of notice thereof from the Agent, pay the Agent such amount. If any
such amounts are recovered by the Agent from the Borrower or its representative
or successor in interest, the Agent will redistribute such amounts to the
Lenders on the same basis as such amounts were originally distributed.

2.14 Use of Proceeds. The proceeds of the Loans shall be used
solely for working capital and general corporate purposes and to finance
Permitted Acquisitions in accordance with the terms and provisions of this
Agreement, including, without limitation, the provisions set forth in SECTION
8.6(vi).

2.15 Pro Rata Treatment; Sharing of Payments.

(a) All fundings, continuations and conversions of Revolving Loans
shall be made by the Lenders pro rata on the basis of their respective
Revolving Credit Commitments or on the basis of their respective outstanding
Revolving Loans (in the case of continuations and conversions of Revolving
Loans pursuant to SECTION 2.11, and additionally in all cases in the event the
Revolving Credit Commitments have expired or have been terminated), as the case
may be from time to time. All payments on account of principal of or interest
on any Revolving Loans, fees or any other Obligations owing to or for the
account of any one or more Lenders with Revolving Credit Commitments shall be
apportioned ratably among such Lenders in proportion to the amounts of such
principal, interest, fees or other Obligations owed to them respectively.

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<PAGE> 45

(b) Each Lender agrees that if it shall receive any amount
hereunder (whether by voluntary payment, realization upon security, exercise of
the right of setoff or banker's lien, counterclaim or cross action, or
otherwise, other than pursuant to SECTION 11.7) applicable to the payment of
any of the Obligations that exceeds its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to such Lender
at such time to (ii) the aggregate amount of such Obligations due and payable
to all Lenders at such time) of payments on account of such Obligations then or
therewith obtained by all the Lenders to which such payments are required to
have been made, such Lender shall forthwith purchase from the other Lenders
such participations in such Obligations as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each such other Lender shall be rescinded and each such other Lender shall
repay to the purchasing Lender the purchase price to the extent of such
recovery, together with an amount equal to such other Lender's ratable share
(according to the proportion of (i) the amount of such other Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to the provisions of
this subsection may, to the fullest extent permitted by law, exercise any and
all rights of payment (including, without limitation, setoff, banker's lien or
counterclaim) with respect to such participation as fully as if such
participant were a direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or similar law,
any Lender receives a secured claim in lieu of a setoff to which this
subsection applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this subsection to share in the benefits of any
recovery on such secured claim.

2.16 Increased Costs; Change in Circumstances; Illegality; etc.

(a) If, at any time after the Amendment Effective Date and from
time to time, the introduction of or any change in any applicable law, rule or
regulation or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Lender with any guideline or directive from any
such Governmental Authority (whether or not having the force of law), shall (i)
subject such Lender to any tax or other charge (other than "Taxes," as such
term is defined in SECTION 2.17, and taxes imposed on the overall net income or
profits of, or any branch or franchise tax applicable to such Lender or the
Lending Office of such Lender), or change the basis of taxation of payments to
such Lender, in respect of any of its LIBOR Loans or its obligation to make,
fund or maintain any LIBOR Loans (other than changes in "Taxes," as such term
is defined in SECTION 2.17, and taxes on the overall net income or profits of,
or any branch or franchise tax applicable to such Lender or its applicable
Lending Office), (ii) impose, modify or deem applicable any reserve, special
deposit or similar requirement (other than as a result of any damage in the
Reserve Requirement) against assets of, deposits with or for the account of, or
credit extended by, such Lender or its applicable Lending Office, or (iii)
impose on such Lender or its applicable Lending Office any other condition, and
the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any LIBOR Loans or issuing or participating in

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<PAGE> 46

Letters of Credit or to reduce the yield or rate of return received or
receivable by such Lender in respect thereof, such Lender (or the Agent on
behalf of such Lender) shall, promptly after receiving notice thereof, notify
the Borrower (with a copy to the Agent), and the Borrower shall, within fifteen
(15) days after delivery of such notice by such Lender, pay to such Lender such
additional amounts as shall compensate such Lender for such increase in costs
or reduction in return.

(b) If, at any time after the Amendment Effective Date and from
time to time, any Lender shall have reasonably determined that the
introduction of or any change in any applicable law, rule or regulation
regarding capital adequacy or in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration
thereof, or compliance by such Lender with any guideline or directive from any
such Governmental Authority (whether or not having the force of law), has or
would have the effect, as a consequence of such Lender's Revolving Credit
Commitment, Swingline Commitment, Loans or issuance of or participations in
Letters of Credit hereunder, of reducing the rate of return on the capital of
such Lender or any Person controlling such Lender to a level below that which
such Lender or controlling Person could have achieved but for such
introduction, change or compliance (taking into account such Lender's or
controlling Person's policies with respect to capital adequacy), such Lender
shall (or the Agent on behalf of such Lender), promptly after receiving notice
thereof, notify the Borrower (with a copy to the Agent), and the Borrower
shall, within fifteen (15) days after delivery of such notice by such Lender,
pay to such Lender such additional amounts as will compensate such Lender for
such reduction in return; provided, however, that the Borrower shall not be
required to compensate any Lender upon this subsection (b) to the extent that
any such adoption, implementation or interpretation of or modification in any
such law, rule, or regulation is applied by the relevant Governmental Authority
solely to such Lender or to the extent such Lender does not seek compensation
in respect thereof generally from substantially all of its similarly situated
borrowers that are bound by indemnities requiring that such compensation be
paid.

(c) If, on or prior to the first day of any Interest Period, (y)
the Agent shall have determined that adequate and reasonable means do not exist
for ascertaining the applicable LIBOR Rate for such Interest Period or (z) the
Agent shall have received written notice from the Required Lenders of their
determination that the rate of interest referred to in the definition of "LIBOR
Rate" upon the basis of which the Adjusted LIBOR Rate for LIBOR Loans for such
Interest Period is to be determined will not adequately and fairly reflect the
cost to such Lenders of making or maintaining LIBOR Loans during such Interest
Period, the Agent will forthwith so notify the Borrower and the Lenders. Upon
such notice, (i) all then outstanding LIBOR Loans shall automatically, on the
expiration date of the respective Interest Periods applicable thereto (unless
then repaid in full), be converted into ABR Loans, (ii) the obligation of the
Lenders to make, to convert ABR Loans into, or to continue, LIBOR Loans shall
be suspended (including pursuant to the Borrowing to which such Interest Period
applies), and (iii) any Notice of Revolving Borrowing or Notice of
Conversion/Continuation given at any time thereafter with respect to LIBOR
Loans shall be deemed to be a request for ABR Loans, in each case until the
Agent or the Required Lenders, as the case may be, shall have determined that
the circumstances giving rise to such suspension no longer

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exist. Promptly after the Agent or the Required Lenders (as the case may be)
determine that the circumstances giving rise to such suspension no longer
exist, the Required Lenders (if making such determination) shall notify the
Agent, and the Agent shall notify the Borrower, and the obligation of the
Lenders to make, convert and continue LIBOR Loans shall be reinstated.

(d) Notwithstanding any other provision in this Agreement, if, at
any time after the Amendment Effective Date and from time to time, any Lender
shall have determined in good faith that the introduction of or any change in
any applicable law, rule or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance with any guideline or
directive from any such Governmental Authority (whether or not having the force
of law), has or would have the effect of making it unlawful for such Lender to
make or to continue to make or maintain LIBOR Loans, such Lender will forthwith
so notify the Agent and the Borrower. Upon such notice, (i) each of such
Lender's then outstanding LIBOR Loans shall automatically, on the expiration
date of the respective Interest Period applicable thereto (or, to the extent
any such LIBOR Loan may not lawfully be maintained as a LIBOR Loan until such
expiration date, upon such notice), be converted into an ABR Loan, (ii) the
obligation of such Lender to make, to convert ABR Loans into, or to continue,
LIBOR Loans shall be suspended (including pursuant to any Borrowing of
Revolving Loans for which the Agent has received a Notice of Revolving
Borrowing but for which the Borrowing Date has not arrived), and (iii) any
Notice of Revolving Borrowing or Notice of Conversion/Continuation given at any
time thereafter with respect to LIBOR Loans shall, as to such Lender, be deemed
to be a request for an ABR Loan, in each case until such Lender shall have
determined in good faith that the circumstances giving rise to such suspension
no longer exist and shall have so notified the Agent, and the Agent shall have
so notified the Borrower.

(e) Determinations by the Agent or any Lender for purposes of this
SECTION 2.16 of any increased costs, reduction in return, market contingencies,
illegality or any other matter shall, absent manifest error, be conclusive,
provided that such determinations are made in good faith. Each Lender agrees
that, upon the occurrence of any event giving rise to the operation of this
Section with respect to such Lender, it will, if requested by the Borrower and
to the extent permitted by law, endeavor in good faith to designate another
Lending Office for its LIBOR Loans, but only if such designation would make it
lawful for such Lender to continue to make or maintain LIBOR Loans hereunder;
provided that such designation is made on such terms that such Lender, in its
good faith determination, suffers no increased cost or economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of this Section. In addition, if, after the
Amendment Effective Date, any Lender designates any new Lending Office that is
not approved by the Borrower, then the Borrower shall not be obligated to pay
any additional amounts described in this Section to the extent such amounts
arise solely as a result of such change in Lending Office; provided that (i)
the Borrower shall be deemed to have approved any change in Lending Office
three (3) Business Days after receiving notice thereof, unless it has otherwise
reasonably objected in writing to the Agent and such Lender, and (ii) this
sentence shall not apply to any change in Lending Office made by any Lender as
a result of the introduction or any change in applicable law, rule or
regulation or the interpretation or administration thereof, or compliance by
any Lender with any guideline or directive from any Governmental Authority
(whether or not having the force of law). No failure by the Agent or any
Lender at any time to demand payment of any amounts payable under this

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SECTION 2.16 shall constitute a waiver of its right to demand payment of any
additional amounts arising at any subsequent time. Nothing in this SECTION
2.16 shall require or be construed to require the Borrower to pay any interest,
fees, costs or other amounts in excess of that permitted by applicable law.

2.17 Taxes.

(a) Any and all payments by the Borrower hereunder or under any
Note shall be made, in accordance with the terms hereof and thereof, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, other than net income and franchise taxes imposed on the Agent or any
Lender by the United States or by the jurisdiction under the laws of which the
Agent or such Lender, as the case may be, is organized or in which its
principal office or (in the case of a Lender) its applicable Lending Office is
located, or any political subdivision or taxing authority thereof (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to the Agent or any Lender, (i) the sum payable
shall (without any obligation on the part of the Borrower to pay such amounts
ratably in accordance with the provisions of SECTION 2.15) be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this SECTION 2.17), the Agent or
such Lender, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower will make
such deductions, (iii) the Borrower will pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law and (iv) the Borrower will deliver to the Agent or such Lender, as the case
may be, evidence of such payment.

(b) The Borrower will indemnify the Agent and each Lender for the
full amount of Taxes (including, without limitation, any Taxes imposed by any
jurisdiction on amounts payable under this SECTION 2.17) paid by the Agent or
such Lender, as the case may be, and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally asserted. This indemnification shall
be made within 30 days from the date the Agent or such Lender, as the case may
be, makes written demand therefor.

(c) Each of the Agent and the Lenders agrees that if it
subsequently recovers, or receives a permanent net tax benefit with respect to,
any amount of Taxes (i) previously paid by it and as to which it has been
indemnified by or on behalf of the Borrower or (ii) previously deducted by the
Borrower (including, without limitation, any Taxes deducted from any additional
sums payable under clause (i) of subsection (a) above), the Agent or such
Lender, as the case may be, shall reimburse the Borrower to the extent of the
amount of any such recovery or permanent net tax benefit (but only to the
extent of indemnity payments made, or additional amounts paid, by or on behalf
of the Borrower under this SECTION 2.17 with respect to the Taxes giving rise
to such recovery or tax benefit); provided, however, that the Borrower, upon
the request of the Agent or such Lender, agrees to repay to the Agent or such
Lender, as the case may be, the amount paid over to the Borrower (together with
any penalties, interest or other charges), in the event the Agent or such
Lender is required to repay such amount to the relevant

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<PAGE> 49

taxing authority or other Governmental Authority. The determination by the
Agent or any Lender of the amount of any such recovery or permanent net tax
benefit shall, in the absence of manifest error, be conclusive and binding.

(d) On or prior to the Amendment Effective Date (or, in the case
of a Lender that becomes a party to this Agreement as a result of an assignment
after the Amendment Effective Date, on the effective date of such assignment),
each Lender will deliver to each of the Agent and the Borrower a properly
completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor
forms). If any Lender is incorporated or organized under the laws of a
jurisdiction other than the United States of America or any state thereof or
its Lending Office is located in a jurisdiction other than the United States of
America or any state thereof (a "Non-U.S. Lender"), such Non-U.S. Lender will
deliver to each of the Agent and the Borrower, on or prior to the Amendment
Effective Date (or, in the case of a Non-U.S. Lender that becomes a party to
this Agreement as a result of an assignment after the Amendment Effective Date
or a change in such Lender's Lending Office, on or prior to the effective date
of such assignment or change in Lending Office), (i) in the case of a Non-U.S.
Lender that is a "bank" for purposes of Section 881(c)(3)(A) of the Internal
Revenue Code, a properly completed Internal Revenue Service Form 4224 or 1001,
as applicable (or successor forms), certifying that such Non-U.S. Lender is
entitled to an exemption from withholding on account of United States federal
income taxes in connection with payments under this Agreement or any of the
Notes, and (ii) in the case of a Non-U.S. Lender that is not a "bank" for
purposes of Section 881(c)(3)(A) of the Internal Revenue Code, a certificate in
form and substance reasonably satisfactory to the Agent and the Borrower and to
the effect that such Non-U.S. Lender (x) is not a "bank" for purposes of
Section 881(c)(3)(A) of the Internal Revenue Code, is not subject to regulatory
or other legal requirements as a bank in any jurisdiction, and has not been
treated as a bank for purposes of any tax, securities law or other filing or
submission made to any governmental authority, any application made to a rating
agency or qualification for any exemption from any tax, securities law or other
legal requirements, (y) is not a 10-percent shareholder of the Borrower for
purposes of Section 881(c)(3)(B) of the Internal Revenue Code and (z) is not a
controlled foreign corporation related to the Borrower for purposes of Section
881(c)(3)(C) of the Internal Revenue Code. Each Lender further agrees to
deliver to each of the Agent and the Borrower an additional copy of each such
relevant form on or before the date that such form expires or becomes obsolete
or after the occurrence of any event (including a change in its applicable
Lending Office) requiring a change in the most recent forms so delivered by it,
in each case certifying that such Lender is entitled to an exemption from
withholding on account of United States federal income taxes in connection with
payments under this Agreement or any of the Notes, unless in any such case any
change in treaty, law, rule or regulation, or in the interpretation or
application thereof, has occurred prior to the date on which any such delivery
would otherwise be required, which event renders all such forms inapplicable or
the exemption to which such forms relate unavailable and such Lender notifies
the Agent and the Borrower that it is not entitled to receive payments without
deduction or withholding of United States federal income taxes. Each such
Non-U.S. Lender will promptly notify the Agent and the Borrower of any changes
in circumstances that would modify or render invalid any claimed exemption or
reduction.

(e) If any Lender is entitled to a reduction in (and not a
complete exemption from) the applicable withholding tax, the Borrower and the
Agent may withhold from any interest, fees

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or other payments (other than principal payments) to such Lender an amount
equivalent to the applicable withholding tax after taking into account such
reduction. If any of the forms or other documentation required under
subsection (d) above are not delivered to the Agent as therein required, then
the Borrower and the Agent may withhold from any interest, fees or other
payments (other than principal payments) to such Lender not providing such
forms or other documentation an amount equivalent to the applicable withholding
tax, and the Borrower shall not have any obligation to pay any amount to or for
the account of any Lender pursuant to SECTION 2.17(b).

2.18 Compensation. The Borrower will compensate each Lender upon
demand for all losses, expenses and liabilities (including, without limitation,
any loss, expense or liability incurred by reason of the liquidation or
reemployment of deposits or other funds required by such Lender to fund or
maintain LIBOR Loans) that such Lender may incur or sustain (i) if for any
reason (other than (x) a default by such Lender or (y) a suspension or
limitation of the right of the Borrower to select LIBOR Loans pursuant to the
terms of this Agreement) a borrowing or continuation of, or conversion into, a
LIBOR Loan does not occur on a date specified therefor in a Notice of Revolving
Borrowing or Notice of Conversion/Continuation, (ii) if any repayment,
prepayment or conversion of any LIBOR Loan occurs on a date other than the last
day of an Interest Period applicable thereto (including as a consequence of
acceleration of the maturity of the Revolving Loans pursuant to SECTION 9.2),
(iii) if any prepayment of any LIBOR Loan is not made on any date specified in
a notice of prepayment given by the Borrower or (iv) as a consequence of any
other failure by the Borrower to make any payments with respect to any LIBOR
Loan when due hereunder. Calculation of all amounts payable to a Lender under
this SECTION 2.18 shall be made as though such Lender had actually funded its
relevant LIBOR Loan through the purchase of a Eurodollar deposit bearing
interest at the LIBOR Rate in an amount equal to the amount of such LIBOR Loan,
having a maturity comparable to the relevant Interest Period; provided,
however, that each Lender may fund its LIBOR Loans in any manner it sees fit
and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this SECTION 2.18. Determinations by any Lender for
purposes of this SECTION 2.18 of any such losses, expenses or liabilities
shall, absent manifest error, be conclusive, provided that such determinations
are made in good faith.

ARTICLE III

LETTERS OF CREDIT

3.1 Issuance. Subject to and upon the terms and conditions herein
set forth, so long as no Default or Event of Default has occurred and is
continuing, the Issuing Lender will, at any time and from time to time on and
after the Amendment Effective Date and prior to the earlier of (i) the seventh
day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit
Termination Date, and upon request by the Borrower in accordance with the
provisions of SECTION 3.2, issue for the account of the Borrower one or more
irrevocable standby letters of

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credit denominated in Dollars and in a form customarily used or otherwise
approved by the Issuing Lender (together with all amendments, modifications and
supplements thereto, substitutions therefor and renewals and restatements
thereof, collectively, the "Letters of Credit"). The Stated Amount of each
Letter of Credit shall not be less than $250,000. Notwithstanding the
foregoing:

(a) No Letter of Credit shall be issued the Stated Amount upon
issuance of which (i) when added to the aggregate Letter of Credit Exposure of
the Lenders at such time, would exceed $5,000,000 or, (ii) when added to the
sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time,
(y) the aggregate principal amount of all Revolving Loans then outstanding, and
(z) the aggregate principal amount of all Swingline Loans then outstanding,
would exceed the Total Revolving Credit Commitments at such time;

(b) Unless the Issuing Lender otherwise agrees, there shall not be
more than five (5) Letters of Credit issued and outstanding at any time;

(c) No Letter of Credit shall be issued that by its terms expires
later than the seventh day prior to the Revolving Credit Maturity Date or, in
any event, more than one (1) year after its date of issuance; provided,
however, that a Letter of Credit may, if requested by the Borrower, provide by
its terms, and on terms acceptable to the Issuing Lender, for renewal for
successive periods of one year or less (but not beyond the seventh day prior to
the Revolving Credit Maturity Date), unless and until the Issuing Lender shall
have delivered a notice of nonrenewal to the beneficiary of such Letter of
Credit; and

(d) The Issuing Lender shall be under no obligation to issue any
Letter of Credit if, at the time of such proposed issuance, (i) any order,
judgment or decree of any Governmental Authority or arbitrator shall purport by
its terms to enjoin or restrain the Issuing Lender from issuing such Letter of
Credit, or any Requirement of Law applicable to the Issuing Lender or any
request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Lender shall
prohibit, or request that the Issuing Lender refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Lender with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which the Issuing Lender is
not otherwise compensated) not in effect on the Amendment Effective Date, or
any unreimbursed loss, cost or expense that was not applicable, in effect or
known to the Issuing Lender as of the Amendment Effective Date and that the
Issuing Lender in good faith deems material to it, or (ii) the Issuing Lender
shall have actual knowledge, or shall have received notice from any Lender,
prior to the issuance of such Letter of Credit that one or more of the
conditions specified in SECTIONS 4.1 (if applicable) or 4.2 are not then
satisfied (or have not been waived in writing as required herein) or that the
issuance of such Letter of Credit would violate the provisions of subsection
(a) above.

3.2 Notices. Whenever the Borrower desires the issuance of a
Letter of Credit, the Borrower will give the Issuing Lender written notice
(with a copy to the Agent) not later than 11:00 a.m., Charlotte time, three (3)
Business Days (or such shorter period as is acceptable to the Issuing Lender in
any given case) prior to the requested date of issuance thereof. Each such
notice (each, a "Letter of Credit Notice") shall be irrevocable, shall be given
in the form of EXHIBIT E and shall specify (i) the requested date of issuance,
which shall be a Business Day, (ii) the requested Stated Amount and expiry date
of the Letter of Credit, and (iii) the name and address of the requested
beneficiary or beneficiaries of the Letter of Credit. The Borrower will

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also complete any application procedures and documents required by the Issuing
Lender in connection with the issuance of any Letter of Credit. Upon its
issuance of any Letter of Credit, the Issuing Lender will promptly notify the
Agent of such issuance, and the Agent will give prompt notice thereof to each
Lender.

3.3 Participations. Immediately upon the issuance of any Letter
of Credit, the Issuing Lender shall be deemed to have sold and transferred to
each Lender with a Revolving Credit Commitment, and each such Lender shall be
deemed irrevocably and unconditionally to have purchased and received from the
Issuing Lender, without recourse or warranty, an undivided interest and
participation, pro rata (based on the percentage of the aggregate Revolving
Credit Commitments represented by such Lender's Revolving Credit Commitment),
in such Letter of Credit, each drawing made thereunder and the obligations of
the Borrower under this Agreement with respect thereto and any Collateral or
other security therefor or guaranty pertaining thereto; provided, however, that
the fee relating to Letters of Credit described in SECTION 2.9(d) shall be
payable directly to the Issuing Lender as provided therein, and such Lenders
shall have no right to receive any portion thereof. Upon any change in the
Revolving Credit Commitments of any of the Lenders pursuant to SECTION 11.7(a),
with respect to all outstanding Letters of Credit and Reimbursement Obligations
there shall be an automatic adjustment to the participations pursuant to this
Section to reflect the new pro rata shares of the assigning Lender and the
Assignee.

3.4 Reimbursement. The Borrower hereby agrees to reimburse the
Issuing Lender by making payment to the Agent, for the account of the Issuing
Lender, in immediately available funds, for any payment made by the Issuing
Lender under any Letter of Credit (each such amount so paid until reimbursed,
together with interest thereon payable as provided hereinbelow, a
"Reimbursement Obligation") immediately after, and in any event within one (1)
Business Day after its receipt of notice of, such payment, together with
interest on the amount so paid by the Issuing Lender, to the extent not
reimbursed prior to 1:00 p.m., Charlotte time, on the date of such payment or
disbursement, for the period from the date of the respective payment to the
date the Reimbursement Obligation created thereby is satisfied, at the Adjusted
Alternate Base Rate applicable to Revolving Loans as in effect from time to
time during such period, such interest also to be payable on demand. The
Issuing Lender will provide the Agent and the Borrower with prompt notice of
any payment or disbursement made under any Letter of Credit, although the
failure to give, or any delay in giving, any such notice shall not release,
diminish or otherwise affect the Borrower's obligations under this Section or
any other provision of this Agreement. The Agent will promptly pay to the
Issuing Lender any such amounts received by it under this Section.

3.5 Payment by Revolving Loans. In the event that the Issuing
Lender makes any payment under any Letter of Credit and the Borrower shall not
have timely satisfied in full its Reimbursement Obligation to the Issuing
Lender pursuant to SECTION 3.4, and to the extent that any amounts then held in
the Cash Collateral Account established pursuant to SECTION 3.8 shall be
insufficient to satisfy such Reimbursement Obligation in full, the Issuing
Lender will promptly notify the Agent, and the Agent will promptly notify each
Lender with a Revolving Credit Commitment, of such failure. If the Agent gives
such notice prior to 11:00 a.m., Charlotte time, on any Business Day, each such
Lender will make available to the Agent, for the account of the Issuing Lender,
its Pro Rata Share of the amount of such payment on such Business Day in

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immediately available funds. If the Agent gives such notice after 11:00 a.m.,
Charlotte time, on any Business Day, each such Lender shall make its Pro Rata
Share of such amount available to the Agent on the next succeeding Business
Day. If and to the extent any such Lender shall not have so made its Pro Rata
Share of the amount of such payment available to the Agent, such Lender agrees
to pay to the Agent, for the account of the Issuing Lender, forthwith on demand
such amount, together with interest thereon at the Federal Funds Rate for each
day from such date until the date such amount is paid to the Agent. The
failure of any such Lender to make available to the Agent its Pro Rata Share
of any payment under any Letter of Credit shall not relieve any such other
Lender of its obligation hereunder to make available to the Agent its Pro Rata
Share of any payment under any Letter of Credit on the date required, as
specified above, but no such Lender shall be responsible for the failure of any
such other Lender to make available to the Agent such other Lender's Pro Rata
Share of any such payment. Each such payment by a Lender with a Revolving
Credit Commitment under this SECTION 3.5 of its Pro Rata Share of an amount
paid by the Issuing Lender shall constitute a Revolving Loan by such Lender
(the Borrower being deemed to have given a timely Notice of Revolving Borrowing
therefor) and shall be treated as such for all purposes of this Agreement;
provided that for purposes of determining the aggregate Unutilized Revolving
Credit Commitments immediately prior to giving effect to the application of the
proceeds of such Revolving Loans, the Reimbursement Obligation being satisfied
thereby shall be deemed not to be outstanding at such time.

3.6 Payment to Lenders. Whenever the Issuing Lender receives a
payment in respect of a Reimbursement Obligation as to which the Agent has
received, for the account of the Issuing Lender, any payments from the Lenders
with a Revolving Credit Commitment pursuant to SECTION 3.5, the Issuing Lender
will promptly pay to the Agent, and the Agent will promptly pay to each Lender
with a Revolving Credit Commitment that has paid its Pro Rata Share thereof, in
immediately available funds, an amount equal to such Lender's ratable share
(based on the proportionate amount funded by such Lender to the aggregate
amount funded by all Lenders) of such Reimbursement Obligation.

3.7 Obligations Absolute. The Reimbursement Obligations of the
Borrower, and the obligations of the Lenders with a Revolving Credit Commitment
under SECTION 3.5 to make payments to the Agent, for the account of the Issuing
Lender, with respect to Letters of Credit, shall be irrevocable, shall remain
in effect until the Issuing Lender shall have no further obligations to make
any payments or disbursements under any circumstances with respect to any
Letter of Credit, and, except to the extent resulting from any gross negligence
or willful misconduct on the part of the Issuing Lender, shall be absolute and
unconditional, shall not be subject to counterclaim, setoff or other defense or
any other qualification or exception whatsoever and shall be made in accordance
with the terms and conditions of this Agreement under all circumstances,
including, without limitation, any of the following circumstances:

(a) Any lack of validity or enforceability of this Agreement, any
of the other Credit Documents or any documents or instruments relating to any
Letter of Credit;

(b) Any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations in respect of any Letter of
Credit or any other amendment, modification or waiver of or any consent to
departure from any Letter of Credit or any

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documents or instruments relating thereto, in each case whether or not the
Borrower has notice or knowledge thereof;

(c) The existence of any claim, setoff, defense or other right
that the Borrower may have at any time against a beneficiary named in a Letter
of Credit, any transferee of any Letter of Credit (or any Person for whom any
such transferee may be acting), the Agent, the Issuing Lender, any Lender or
other Person, whether in connection with this Agreement, any Letter of Credit,
the transactions contemplated hereby or any unrelated transactions (including
any underlying transaction between the Borrower and the beneficiary named in
any such Letter of Credit);

(d) Any draft, certificate or any other document presented under
the Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect, any errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, telecopier or otherwise, or any errors in
translation or in interpretation of technical terms;

(e) Any defense based upon the failure of any drawing under a
Letter of Credit to conform to the terms of the Letter of Credit, any
nonapplication or misapplication by the beneficiary or any transferee of the
proceeds of such drawing or any other act or omission of such beneficiary or
transferee in connection with such Letter of Credit;

(f) The exchange, release, surrender or impairment of any
Collateral or other security for the Obligations;

(g) The occurrence of any Default or Event of Default; or

(h) Any other circumstance or event whatsoever, including, without
limitation, any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or a guarantor.

Any action taken or omitted to be taken by the Issuing Lender under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall be binding upon the Borrower and
each Lender and shall not create or result in any liability of the Issuing
Lender to the Borrower or any Lender. It is expressly understood and agreed
that, for purposes of determining whether a wrongful payment under a Letter of
Credit resulted from the Issuing Lender's gross negligence or willful
misconduct, (i) the Issuing Lender's acceptance in good faith of documents that
appear on their face to comply with the terms of such Letter of Credit, without
responsibility for further investigation, (ii) the Issuing Lender's exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including the amount of any draft presented
under such Letter of Credit, whether or not the amount due to the beneficiary
thereunder equals the amount of such draft and whether or not any document
presented pursuant to such Letter of Credit proves to be insufficient in any
respect (so long as such document appears on its face to comply with the terms
of such Letter of Credit), and whether or not any other statement or any other
document presented pursuant to such Letter of Credit proves to be forged or
invalid or any statement therein proves to be

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inaccurate or untrue in any respect whatsoever, and (iii) any noncompliance in
any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute gross
negligence or willful misconduct of the Issuing Lender.

3.8 Cash Collateral Account. At any time and from time to time
(i) after the occurrence and during the continuance of an Event of Default, the
Agent, at the direction or with the consent of the Required Lenders, may
require the Borrower to deliver to the Agent such additional amount of cash as
is equal to the aggregate Stated Amount of all Letters of Credit at any time
outstanding (whether or not any beneficiary under any Letter of Credit shall
have drawn or be entitled at such time to draw thereunder) and (ii) in the
event of a prepayment under SECTION 2.6(b), or to the extent any amount of a
required prepayment under any of SECTIONS 2.6(c) through 2.6(d) remains after
prepayment of all outstanding Loans and Reimbursement Obligations and
termination of the Revolving Credit Commitments and the Swingline Commitments,
as contemplated by SECTION 2.6(g), the Agent will retain such amount as may
then be required to be retained pursuant to SECTION 2.6(g), such amounts in
each case under clauses (i) and (ii) above to be held by the Agent in a cash
collateral account (the "Cash Collateral Account"). The Borrower hereby grants
to the Agent, for the benefit of the Issuing Lender and the Lenders, a Lien
upon and security interest in the Cash Collateral Account and all amounts held
therein from time to time as security for Letter of Credit Exposure, and for
application to the Borrower's Reimbursement Obligations as and when the same
shall arise. The Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account. Other than any interest
on the investment of such amounts in Cash Equivalents, which investments shall
be made at the direction of the Borrower (unless a Default or Event of Default
shall have occurred and be continuing, in which case the determination as to
investments shall be made at the option and in the discretion of the Agent),
amounts in the Cash Collateral Account shall not bear interest. Interest and
profits, if any, on such investments shall accumulate in such account. In the
event of a drawing, and subsequent payment by the Issuing Lender, under any
Letter of Credit at any time during which any amounts are held in the Cash
Collateral Account, the Agent will deliver to the Issuing Lender an amount
equal to the Reimbursement Obligation created as a result of such payment (or,
if the amounts so held are less than such Reimbursement Obligation, all of such
amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in
the Cash Collateral Account after the expiration of all Letters of Credit and
reimbursement in full of the Issuing Lender for all of its obligations
thereunder shall (i) with respect to any amounts held by the Agent pursuant to
SECTION 2.6(g), be immediately returned to the Borrower (together with any
interest or of earnings thereon) and (ii) with respect to any amounts held by
the Agent pursuant to clause (i) of the first sentence of this SECTION 3.8 be
held by the Agent, for the benefit of the Borrower, to be applied against the
Obligations, if any, in such order and manner as the Agent may direct. If the
Borrower is required to provide cash collateral pursuant to SECTION 2.6(b),
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower on demand, provided that after giving effect to such return (i) the
sum of (x) the aggregate principal amount of all Revolving Loans outstanding at
such time, (y) the aggregate principal amount of all Swingline Loans
outstanding at such time and (z) the aggregate Letter of Credit Exposure of all
Lenders at such time would not exceed the aggregate Revolving Credit
Commitments at such time and (ii) no Default or Event of Default shall have
occurred and be continuing at such time. If the Borrower is required

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to provide cash collateral as a result of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three (3) Business Days after all Events of Default have been cured or waived
together with all interest and other earnings thereon.

3.9 Effectiveness. Notwithstanding any termination of the
Revolving Credit Commitments or repayment of the Loans, or both, the
obligations of the Borrower under this ARTICLE III shall remain in full force
and effect until the Issuing Lender and the Lenders shall have no further
obligations to make any payments or disbursements under any circumstances with
respect to any Letter of Credit.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

4.1 Conditions of Initial Borrowing. The effectiveness of this
Agreement, the amendment and restatement of the Original Credit Agreement and
the obligation of each Lender to make Revolving Loans and the obligation of the
Issuing Lender to issue Letters of Credit hereunder, is subject to the
satisfaction of the following conditions precedent:

(a) The Agent shall have received the following, each dated as of
the Amendment Effective Date (unless otherwise specified) and, except for the
Revolving Credit Notes and any certificates or instruments required to be
delivered under the Borrower Pledge and Security Agreement and the Subsidiary
Pledge and Security Agreement, in sufficient copies for each Lender:

(i) a Revolving Credit Note for each Lender with
a Revolving Credit Commitment that is a party hereto as of the
Amendment Effective Date, in the amount of such Lender's Revolving
Credit Commitment; and a Swingline Note for the Swingline Lender, in
the amount of the Swingline Commitment, in each case duly completed in
accordance with the relevant provisions of SECTION 2.4 and executed by
the Borrower;

(ii) the Subsidiary Guaranty, duly completed and
executed by each of the Wholly Owned Subsidiaries of the Borrower
(other than Eclipsys Limited);

(iii) the Borrower Pledge and Security Agreement,
duly completed and executed by the Borrower, and the Subsidiary Pledge
and Security Agreement, duly completed and executed by each of the
Subsidiaries of the Borrower (other than Eclipsys Limited), in each
case together with any certificates evidencing the interests being
pledged thereunder as of the Amendment Effective Date and undated
stock powers for any such certificate, duly executed in blank, and any
promissory notes being pledged thereunder, duly endorsed in blank (or,
in the case of uncertificated interests, appropriately completed and
duly executed instructions for registration and notification thereof);

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(iv) the favorable opinion of Hale and Dorr LLP,
special counsel to the Borrower and its Subsidiaries, in substantially
the form of EXHIBIT I, addressed to the Agent and the Lenders and
addressing such other matters as the Agent or any Lender may
reasonably request; and

(v) the Subordination Agreement, duly executed by
the Borrower and each of the parties thereto.

(b) The Agent shall have received a certificate, signed by the
chief executive officer, president or chief financial officer of the Borrower,
in form and substance satisfactory to the Agent, certifying that (i) all
representations and warranties of the Borrower contained in this Agreement and
the other Credit Documents are true and correct as of the Amendment Effective
Date, and (ii) no Default or Event of Default has occurred and is continuing.

(c) The Agent shall have received a certificate of the secretary
or an assistant secretary of the Borrower, in form and substance satisfactory
to the Agent, certifying (i) that attached thereto is a true and complete copy
of the certificate of incorporation and all amendments thereto of the Borrower,
certified as of a recent date by the Secretary of State of the State of
Delaware, and that the same has not been amended since the date of such
certification, (ii) that attached thereto is a true and complete copy of the
bylaws of the Borrower and all amendments thereto, as in effect on the date of
such certificate and as in effect at all times from the date on which the
resolutions referred to in clause (iii) below were adopted to and including the
date of such certificate, and (iii) that attached thereto is a true and
complete copy of resolutions adopted by the board of directors of the Borrower
authorizing the execution, delivery and performance by the Borrower of this
Agreement and the other Credit Documents to which it is a party, and as to the
incumbency and genuineness of the signature of each officer of the Borrower
executing this Agreement or any of such other Credit Documents on behalf of the
Borrower.

(d) The Agent shall have received a certificate of the secretary
or an assistant secretary of each Subsidiary, in form and substance
satisfactory to the Agent, certifying (i) that attached thereto is a true and
complete copy of the certificate or articles of incorporation and all
amendments thereto of such Subsidiary, certified as of a recent date by the
Secretary of State (or other similar official) of such Subsidiary's
jurisdiction of incorporation, and that the same has not been amended since the
date of such certification, (ii) that attached thereto is a true and complete
copy of the bylaws of such Subsidiary, as in effect on the date of such
certificate and as in effect at all times from the date on which the
resolutions referred to in clause (iii) below were adopted to and including the
date of such certificate, and (iii) that attached thereto is a true and
complete copy of the resolutions adopted by the board of directors of such
Subsidiary authorizing the execution, delivery and performance by such
Subsidiary of the Credit Documents to which it is a party, and as to the
incumbency and genuineness of the signature of each officer of such Subsidiary
executing any of such Credit Documents on behalf of such Subsidiary.

(e) The Agent shall have received (i) a certificate as of a recent
date of the good standing of each of the Borrower and each of its Subsidiaries
under the laws of its jurisdictions of incorporation, and (ii) a certificate as
of a recent date of the qualification of each of the

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Borrower and each of its Subsidiaries to conduct business as a foreign
corporation in each state where such Person is so qualified.

(f) All approvals, permits and consents of any Governmental
Authorities or other Persons required in connection with the execution and
delivery of this Agreement shall have been obtained (without the imposition of
conditions that are not acceptable to the Agent), and all related filings, if
any, shall have been made, and all such approvals, permits, consents and
filings shall be in full force and effect and the Agent shall have received
such copies thereof as it shall have requested except for any of the foregoing
the failure of which to obtain or be in full force and effect would not
reasonably be expected to have a Material Adverse Effect; all applicable
waiting periods shall have expired without any adverse action being taken by
any Governmental Authority having jurisdiction; and no action, proceeding,
investigation, regulation or legislation shall have been instituted, threatened
or proposed before, and no order, injunction or decree shall have been entered
by, any court or other Governmental Authority, in each case to enjoin, restrain
or prohibit, to obtain substantial damages in respect of, or that is otherwise
related to or arises out of, this Agreement, or that, in the opinion of the
Agent, could reasonably be expected to have a Material Adverse Effect.

(g) The Agent shall have received evidence in form and substance
satisfactory to it that all filings, recordings, registrations and other
actions (including, without limitation, the filing of duly completed UCC-1
financing statements in each jurisdiction listed on Annex A to the Borrower
Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement,
as applicable) necessary or, in the reasonable opinion of the Agent, desirable
to perfect the Liens created by the Security Documents shall have been
completed.

(h) Since December 31, 1997, both immediately before and after
giving effect to the consummation of the transactions contemplated by this
Agreement, there shall not have occurred any Material Adverse Change or any
event, condition or state of facts that could reasonably be expected to result
in a Material Adverse Change.

(i) The Borrower shall have paid (i) to First Union, the fee
described in the second paragraph of the Fee Letter, (ii) all other fees and
expenses of the Agent and the Lenders required hereunder or under any other
Credit Document to be paid on or prior to the Amendment Effective Date
(including reasonable fees and expenses of counsel to the Agent) in connection
with this Agreement and the transactions contemplated hereby and (iii) to the
appropriate Person(s), unpaid and outstanding interest accrued on the Existing
Revolving Loans as of the Amendment Effective Date.

(j) The Agent shall have received a Financial Condition
Certificate, together with the Pro Forma Balance Sheet and the Projections as
described in SECTIONS 5.11(c) and 5.11(d), all of which shall be in form and
substance satisfactory to the Agent.

(k) The Agent shall have received evidence in form and substance
reasonably satisfactory to it that all of the requirements of SECTION 6.6 and
those provisions of the Borrower Pledge and Security Agreement and the
Subsidiary Pledge and Security Agreement relating to the maintenance of
insurance have been satisfied, including receipt of certificates of insurance

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evidencing the insurance coverages described on SCHEDULE 5.17 and all other or
additional coverages required under the Borrower Pledge and Security Agreement
and the Subsidiary Pledge and Security Agreement and naming the Agent as loss
payee or additional insured, as its interests may appear; and the Agent shall
have received a collateral assignment of the key-man life insurance required
under SECTION 6.6(B), duly completed and executed by the Borrower and in form
and substance satisfactory to the Agent.

(l) The Agent shall have received an Account Designation Letter,
together with written instructions from an Authorized Officer, including wire
transfer information, directing the payment of the proceeds of the initial
Revolving Loans to be made hereunder.

(m) The Agent and each Lender shall have received such other
documents, certificates, opinions and instruments in connection with this
Agreement as it shall have reasonably requested.

4.2 Conditions of All Borrowings. The obligation of each Lender
to make any Loans hereunder, including the initial Revolving Loans (but
excluding Revolving Loans made for the purpose of repaying Refunded Swingline
Loans pursuant to SECTION 2.2(e)) and the obligation of the Issuing Lender to
issue any Letters of Credit hereunder, is subject to the satisfaction of the
following conditions precedent on the relevant Borrowing Date or date of
issuance:

(a) The Agent shall have received a Notice of Revolving Borrowing
in accordance with SECTION 2.2(b) or (together with the Swingline Lender) a
Notice of Swingline Borrowing in accordance with SECTION 2.2(d), or (together
with the Issuing Lender) a Letter of Credit Notice in accordance with SECTION
3.2, as applicable;

(b) Each of the representations and warranties contained in
ARTICLE V and in the other Credit Documents shall be true and correct in all
material respects on and as of such Borrowing Date (including the Amendment
Effective Date, in the case of the initial Revolving Loans made hereunder) or
date of issuance with the same effect as if made on and as of such date, both
immediately before and after giving effect to the Loans to be made or Letter of
Credit to be issued on such date (except to the extent the facts upon which
such representation and warranty are based may be changed as a result of a
transaction or occurrence permitted or contemplated hereby or such
representation or warranty relates solely to a prior date, in which case such
representation or warranty shall be true and correct as of such date); and

(c) No Default or Event of Default shall have occurred and be
continuing on such date, both immediately before and after giving effect to the
Loans to be made or Letter of Credit to be issued on such date.

Each giving of a Notice of Revolving Borrowing, a Notice of Swingline
Borrowing or a Letter of Credit Notice shall be deemed to constitute a
representation by the Borrower that the statements contained in subsections (b)
and (c) above are true, both as of the date of such notice or request and as of
the relevant Borrowing Date or date of issuance.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this Agreement and
to induce the Lenders to extend the credit contemplated hereby, the Borrower
represents and warrants to the Agent and the Lenders, as follows:

5.1 Corporate Organization and Power. Each of the Borrower and
its Subsidiaries (i) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, (ii) has
the full corporate power and authority to execute, deliver and perform the
Credit Documents to which it is or will be a party, to own and hold its
property and to engage in its business as presently conducted, and (iii) is
duly qualified to do business as a foreign corporation and is in good standing
in each jurisdiction where the nature of its business or the ownership of its
properties requires it to be so qualified, except where the failure to be so
qualified would not, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect.

5.2 Authorization; Enforceability. Each of the Borrower and its
Subsidiaries has taken all necessary corporate action to execute, deliver and
perform each of the Credit Documents to which it is or will be a party, and has
validly executed and delivered each of the Credit Documents to which it is or
will be a party. This Agreement constitutes, and each of the other Credit
Documents upon execution and delivery will constitute, the legal, valid and
binding obligation of each of the Borrower and its Subsidiaries to the extent a
party hereto or thereto, enforceable against it in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by general equitable principles.

5.3 No Violation. The execution, delivery and performance by each
of the Borrower and its Subsidiaries of this Agreement and each of the other
Credit Documents to which it is or will be a party, compliance by it with the
terms hereof and thereof, and the consummation of the transactions contemplated
by the Credit Documents, do not and will not (i) violate any provision of its
articles or certificate of incorporation or bylaws or contravene any other
Requirement of Law applicable to it, (ii) except as set forth on SCHEDULE 5.3,
conflict with, result in a breach of or constitute (with notice, lapse of time
or both) a default under any indenture, loan agreement or other material
agreement or instrument to which it is a party, by which it or any of its
properties is bound or to which it is subject, (iii) require any approval of
its stockholders that has not been obtained, or (iv) except for the Liens
granted pursuant to the Security Documents and Permitted Liens, result in or
require the creation or imposition of any Lien upon any of its properties or
assets. No Subsidiary is subject to any restriction or encumbrance on its
ability to make dividend payments or other distributions in respect of its
Capital Stock, to repay Indebtedness owed to the Borrower or any other
Subsidiary, to make loans or advances to the Borrower or any other Subsidiary,
or, except as set forth on SCHEDULE 5.3, to transfer any of its assets or
properties to the Borrower or any other Subsidiary, in each case other than
such restrictions or encumbrances existing under or by reason of (i) the Credit
Documents, (ii) applicable Requirements of Law, (iii) customary non-assignment
provisions in any lease governing a leasehold interest and

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(iv) customary non-assignment provisions in any license governing Intellectual
Property (as defined in SECTION 5.12) provided by a third party.

5.4 Authorizations; Permits.

(a) No consent, approval, authorization or other action by, notice
to, or registration or filing with, any Governmental Authority is required as a
condition to or otherwise in connection with the due execution, delivery and
performance by each of the Borrower and its Subsidiaries of this Agreement or
any of the other Credit Documents to which it is or will be a party or the
legality, validity or enforceability hereof or thereof, other than (i)
consents, authorizations and filings listed on SCHEDULE 5.4, and (ii) filings
of Uniform Commercial Code financing statements and other instruments necessary
to perfect the Liens created by the Security Documents.

(b) Each of the Borrower and its Subsidiaries has, and is in good
standing with respect to, all governmental approvals, licenses, permits and
authorizations necessary to conduct its business as presently conducted and to
own or lease and operate its properties, except for those the failure of which
to obtain, or to be in good standing with respect to, would not be reasonably
expected, individually or in the aggregate, to have a Material Adverse Effect.

5.5 Litigation. Except as set forth on SCHEDULE 5.5, there are no
actions, investigations, suits or proceedings pending or, to the knowledge of
the Borrower threatened, at law, in equity or in arbitration, before any court,
arbitrator or Governmental Authority, (i) against or affecting the Borrower,
any of its Subsidiaries or any of their respective properties that would, if
adversely determined, be reasonably expected to have a Material Adverse Effect,
or (ii) that question the legality, validity or enforceability of this
Agreement or any Credit Documents.

5.6 Taxes. Except as set forth in SCHEDULE 5.6, each of the
Borrower and its Subsidiaries has timely filed all federal, state and local tax
returns and reports required to be filed by it or has obtained extensions for
filing and has paid all taxes, assessments, fees and other charges levied upon
it or upon its properties that are shown thereon as due and payable, other than
those that are being contested in good faith and by proper proceedings and for
which adequate reserves have been established in accordance with Generally
Accepted Accounting Principles. Such returns accurately reflect in all
material respects all liability for taxes of the Borrower and its Subsidiaries
for the periods covered thereby. Except as set forth on SCHEDULE 5.6, there is
no ongoing audit or examination or, to the knowledge of the Borrower, other
investigation by any Governmental Authority of the tax liability of the
Borrower or any of its Subsidiaries, and there is no unresolved claim by any
Governmental Authority concerning the tax liability of the Borrower or any of
its Subsidiaries for any period for which tax returns have been or were
required to have been filed, other than claims for which adequate reserves have
been established in accordance with Generally Accepted Accounting Principles.
Except with respect to the taxes set forth on SCHEDULE 5.6, neither the
Borrower nor, to the knowledge of the Borrower, any of its Subsidiaries has
waived or extended or has been requested to waive or extend the statute of
limitations relating to the payment of any taxes.

5.7 Subsidiaries. SCHEDULE 5.7 sets forth a list, as of the
Amendment Effective Date, of all of the Subsidiaries of the Borrower and, as to
each such Subsidiary, the percentage

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ownership (direct and indirect) of the Borrower in each class of its Capital
Stock and each direct owner thereof. Except for the shares of Capital Stock
expressly indicated on SCHEDULE 5.7, there are no shares of Capital Stock or
warrants, rights, options or other equity securities of any Subsidiary of the
Borrower outstanding or reserved for any purpose. All outstanding shares of
Capital Stock of each Subsidiary of the Borrower are duly and validly issued,
fully paid and nonassessable. The Borrower or the applicable Subsidiary
indicated on SCHEDULE 5.7 is the sole legal, record and beneficial owner of,
and has good and valid title to, all such Capital Stock, free and clear of all
Liens other than the Liens created pursuant to the Borrower Pledge and Security
Agreement and the Subsidiary Pledge and Security Agreement.

5.8 Full Disclosure. As of the Amendment Effective Date, (i) none
of the Credit Documents, nor any other document or certificate furnished to the
Agent or any Lender by or on behalf of the Borrower at the Closing, contains
any untrue statement of a material fact, and (ii) the Credit Documents
delivered at the Closing, together with all other documents and certificates
furnished to the Agent or any Lender by or on behalf of the Borrower at the
Closing, taken as a whole, do not omit to state a material fact necessary to
make the statements contained therein, in light of the circumstances under
which they were made, not misleading.

5.9 Margin Regulations. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock. No proceeds of the Loans will be used, directly or indirectly,
to purchase or carry any Margin Stock, to extend credit for such purpose or for
any other purpose that would violate or be inconsistent with Regulations G, U
or X or any provision of the Exchange Act.

5.10 No Material Adverse Change. Except as set forth on SCHEDULE
5.10, there has been no Material Adverse Change relating to the Borrower or its
Subsidiaries since December 31, 1997 and there exists no event, condition or
state of facts that would reasonably be expected to result in a Material
Adverse Change.

5.11 Financial Matters.

(a) The unaudited balance sheet of the Borrower and its
Subsidiaries as of December 31, 1997 and the related statements of income,
stockholders equity and cash flows for the fiscal year period then ended,
copies of which have been delivered to the Agent, have been prepared in
accordance with Generally Accepted Accounting Principles (subject to the
absence of notes required by Generally Accepted Accounting Principles and to
normal year-end adjustments) and fairly present the financial position of the
Borrower as of such date and the results of operations of the Borrower for the
period covered thereby.

(b) Except (i) as fully reflected in the financial statements
referred to in subsection (a) above (including the notes thereto, if any), (ii)
incurred in the ordinary course of business since the respective dates of such
financial statements and (iii) for the obligations of the Borrower and its
Subsidiaries under the Credit Documents, neither the Company nor any of its
Subsidiaries has any material direct or indirect obligations or liabilities of
any kind, whether or not required by Generally Accepted Accounting Principles
to be set forth on financial statements.

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(c) The unaudited consolidated pro forma balance sheet of the
Borrower and its Subsidiaries as of December 31, 1997 has been delivered to the
Agent and appears in the Borrower's Form S-1, filed on April 23, 1998 (the "Pro
Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in
accordance with Generally Accepted Accounting Principles (subject to the
absence of footnotes required by Generally Accepted Accounting Principles and
subject to normal year-end adjustments) and, subject to stated assumptions made
in good faith and having a reasonable basis set forth therein, presents fairly
the consolidated financial position of the Borrower and its Subsidiaries on an
unaudited pro forma basis as of the date set forth therein.

(d) The Borrower has prepared, and has furnished to the Agent a
copy of, consolidated and consolidating pro forma projected statements of
income of the Borrower and its Subsidiaries for the three-year period beginning
January 1, 1998, prepared on a quarterly basis for fiscal year 1998 and on an
annual basis thereafter, giving effect to the consummation of the Credit
Documents, the extensions of credit made under this Agreement, the payment of
transaction fees and expenses related to the foregoing (the "Projections"). In
the opinion of management of the Borrower, the assumptions used in the
preparation of the Projections were reasonable when made and continue to be
reasonable as of the Amendment Effective Date, subject to the uncertainties and
approximations inherent in any projection. The Projections have been prepared
in good faith by the executive and financial personnel of the Borrower and
represent, as of the Amendment Effective Date, a reasonable estimate of the
future performance of the Borrower and its Subsidiaries it being acknowledged
by the Agent and the Lenders that these projections as to future events are
subject to the uncertainties and estimations inherent in any projections and
that actual results during the periods covered by such Projections may differ
from the projected results (and that such differences may be material and
adverse).

5.12 Ownership of Properties.

(a) Each of the Borrower and its Subsidiaries (i) has good and
marketable title to all real property owned by it (if any), (ii) holds
interests as lessee under valid leases in full force and effect with respect to
all material leased real and personal property used in connection with its
business, (iii) owns or has valid rights to use patents, trade secrets,
copyrights, trademarks, service marks, trade names, know-how, computer software
and other similar assets (collectively, "Intellectual Property") sufficient to
enable it to continue to conduct its business substantially as heretofore
conducted and without any material infringement of the intellectual property
rights of others, and (iv) has good title to all of its other properties and
assets reflected in the most recent financial statements referred to in SECTION
5.11(a) (except as sold or otherwise disposed of since the date thereof in the
ordinary course of business), in each case under (i), (ii), (iii) and (iv)
above free and clear of all Liens other than Permitted Liens. Except as set
forth on SCHEDULE 5.12(a), no claim of which the Borrower is aware has been
asserted by any Person challenging or questioning the rights of the Borrower or
any of its Subsidiaries to use any Intellectual Property or the validity of any
Intellectual Property owned or used by the Borrower or any of its Subsidiaries,
nor does the Borrower know of any valid basis for any such claim.

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(b) SCHEDULE 5.12(b) lists, as of the Amendment Effective Date,
all real property leasehold interests of each of the Borrower and its
Subsidiaries, indicating in each case the identity of the lessors, the nature
of the leased premises and the address of the property. As of the Amendment
Effective Date, neither the Borrower nor any of its Subsidiaries owns any fee
interest in any real property.

5.13 ERISA. Each Plan is and has been administered in compliance
in all material respects with all applicable Requirements of Law, including,
without limitation, the applicable provisions of ERISA and the Internal Revenue
Code. No ERISA Event has occurred and is continuing or, to the knowledge of
the Borrower, is reasonably expected to occur with respect to any Plan, in
either case that could be reasonably expected, individually or in the
aggregate, to have a Material Adverse Effect. No Plan has any Unfunded Pension
Liability, and neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA, in
either instance where the same could be reasonably expected, individually or in
the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any
ERISA Affiliate has any material liability to a Multiemployer Plan.

5.14 Environmental Matters.

(a) Except in each case as would not reasonably be expected to
have a Material Adverse Effect, (i) no Hazardous Substances are or have been
generated, used, located, released, treated, disposed of or stored by the
Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, by
any other Person (including any predecessor in interest) or otherwise, in, on
or under any portion of any real property leased, owned or operated by the
Borrower or any of its Subsidiaries, except in material compliance with all
applicable Environmental Laws, (ii) no portion of any such real property or, to
the knowledge of the Borrower, any other real property at any time leased,
owned or operated by the Borrower or any of its Subsidiaries, has been
contaminated by any Hazardous Substance; and (iii) no portion of any real
property leased, owned or operated by the Borrower or any of its Subsidiaries
has been or is presently the subject of a remedial action. The Borrower has
delivered to the Agent all environmental audits and assessments (if any) in its
possession relating to any real property owned, leased or operated by the
Borrower or any of its Subsidiaries.

(b) Except in each case as would not reasonably be expected to
have a Material Adverse Effect, (i) no portion of any real property leased,
owned or operated by the Borrower or any of its Subsidiaries has been used as
or for a mine, a landfill, a dump or other disposal facility, a gasoline
service station, or (other than for petroleum substances stored in the ordinary
course of business) a petroleum products storage facility; (ii) no portion of
such real property or any other real property at any time leased, owned or
operated by the Borrower or any of its Subsidiaries has, pursuant to any
Environmental Law, been placed on the "National Priorities List" or "CERCLIS
List" (or any similar federal, state or local list) of sites subject to
possible environmental problems; and (iii) there are not and have never been
any underground storage tanks situated on any real property leased, owned or
operated by the Borrower or any of its Subsidiaries.

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(c) Each of the Borrower and its Subsidiaries has obtained all
licenses and permits under Environmental Laws necessary to their respective
operations, and all such licenses and permits are being maintained in good
standing, and each of the Borrower and its Subsidiaries is in compliance with
all material terms and conditions of such licenses and permits, except for any
such licenses or permits the failure to obtain, maintain or comply with which
would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

(d) Neither the Borrower nor any of its Subsidiaries has received
(i) any notice or claim to the effect that it is or may be liable to any Person
under any Environmental Law, including, without limitation, any claim relating
to any Hazardous Substances, except as could not reasonably be expected to have
a Material Adverse Effect, or (ii) any letter or request for information under
Section 104 of the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9604) or comparable foreign or state laws
regarding any matter which could reasonably be expected to result in a Material
Adverse Effect, and, to the Borrower's knowledge, neither the Borrower nor any
of its Subsidiaries is involved in any investigation, response or corrective
action relating to or in connection with any Hazardous Substances at any real
property occupied by such Person or at any other location, except for such of
the foregoing which would not reasonably be expected to have a Material Adverse
Effect.

(e) Neither the Borrower nor any of its Subsidiaries is subject to
any judicial or administrative proceeding alleging the violation of or
liability under any Environmental Laws which, if adversely determined, would
reasonably be expected to have a Material Adverse Effect.

(f) Neither the Borrower nor any of its Subsidiaries nor any of
their respective properties or operations is subject to any outstanding written
order or agreement with any Governmental Authority or private party relating to
any actual or potential violation of or liability under any Environmental Laws
or any Environmental Claims, except for such of the foregoing which would not
reasonably be expected to have a Material Adverse Effect.

(g) Neither the Borrower nor any of its Subsidiaries, nor, to the
Borrower's knowledge, any predecessor thereof, has filed any notice under any
Environmental Law indicating past or present treatment, storage or disposal of
hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state
equivalent.

(h) No Lien in favor of any Person relating to or in connection
with any Environmental Claim has been filed or has been attached to any
property of the Borrower or any of its Subsidiaries, except for any such Lien
which would not reasonably be expected to have a Material Adverse Effect.

(i) All activities and operations of each of the Borrower and its
Subsidiaries are in compliance with the requirements of all applicable
Environmental Laws, except to the extent the failure so to comply, individually
or in the aggregate, would not be reasonably expected to have a Material
Adverse Effect. Neither the Borrower nor any of its Subsidiaries is involved in
any suit, action or proceeding, or has received any notice, complaint or other
request for information from any Governmental Authority or other Person, with
respect to any actual or alleged Environmental Claims that, if adversely
determined, would be reasonably expected, individually

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or in the aggregate, to have a Material Adverse Effect; and, to the knowledge
of the Borrower, there are no threatened actions, suits, proceedings or
investigations with respect to any such Environmental Claims, nor any basis
therefor.

5.15 Compliance With Laws. Except as set forth on SCHEDULE 5.15,
each of the Borrower and its Subsidiaries has timely filed all material
reports, documents and other materials required to be filed by it under all
applicable Requirements of Law with any Governmental Authority, except for any
filings the failure of which to make, individually or in the aggregate, would
not be reasonably expected to have a Material Adverse Effect, and is otherwise
in compliance with all applicable Requirements of Law in respect of the conduct
of its business and the ownership and operation of its properties, except for
such Requirements of Law the failure to comply with which, individually or in
the aggregate, would not be reasonably expected to have a Material Adverse
Effect.

5.16 Regulated Industries. Neither the Borrower nor any of its
Subsidiaries is (i) an "investment company," a company "controlled" by an
"investment company," or an "investment advisor," within the meaning of the
Investment Company Act of 1940, as amended, (ii) a "holding company," a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the
meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii)
subject to regulation under the Federal Power Act.

5.17 Insurance. SCHEDULE 5.17 lists and summarizes all insurance
policies or programs carried or maintained by the Borrower and its Subsidiaries
as of the Amendment Effective Date. The assets, properties and business of the
Borrower and its Subsidiaries are insured against such hazards and liabilities,
under such coverages and in such amounts, as are customarily maintained by
companies similarly situated and engaged in the same or similar businesses.

5.18 Certain Contracts. SCHEDULE 5.18(a) lists, as of the
Amendment Effective Date, each contract, agreement or commitment, written or
oral (other than oral agreements terminable at will by either party), to which
the Borrower or any of its Subsidiaries is a party, by which any of them or
their respective properties is bound or to which any of them is subject and
that (i) relates to employment of senior executives or labor matters, (ii)
evidences or relates to Indebtedness in excess of $50,000, (iii) involves
aggregate consideration payable to or by any party thereto of $500,000 or more,
or (iv) is otherwise material to the business, condition (financial or
otherwise), operations, performance or properties of the Borrower and its
Subsidiaries, taken as a whole, in each case including customer orders and
letters of intent, and also indicates the parties, subject matter and term
(except with respect to agreements with third party vendors) thereof. Except
as set forth on SCHEDULE 5.18(b), as of the Amendment Effective Date, each such
contract is in full force and effect, and neither the Borrower nor any of its
Subsidiaries or, to the knowledge of the Borrower, any other party thereto, is
in default under any such contract.

5.19 Capitalization. On the Amendment Effective Date, the
authorized capital stock of the Borrower consists of (i) 50,000,000 shares of
Common Stock ("Class A Common Stock" as defined in the Preferred Stock Purchase
Agreement), of which 6,300,000 shares are issued and

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outstanding, (ii) 3,000,000 shares of Non-Voting Common Stock ("Class of Common
Stock" as defined in the Preferred Stock Purchase Agreement), of which no
shares are issued and outstanding, (iii) 30,000 shares of Series B Preferred
Stock (as defined in the Preferred Stock Purchase Agreement), all of which are
outstanding and issued to First Union Corporation ("FUCP") and BT Investment
Partners, Inc. ("BT"), (iv) 25,000 shares of Series C 8.5% Cumulative
Redeemable Preferred Stock (as defined in the Preferred Stock Purchase
Agreement), 15,500 of which are outstanding and issued to Alltel Information
Services, Inc., (v) 7,200,000 shares of Series D Preferred Stock (as defined in
the Preferred Stock Purchase Agreement), of which 7,058,786 are outstanding and
issued to General Atlantic Partners 38, L.P., GAP Coinvestment Partners, L.P.
("GAP Coinvestment"), Wilfam Ltd., Brean Murray Associates IHS, L.P. ("Brean
Murray"), Gerald Manolovici, St. Paul Venture Capital IV, L.L.C., Peter
Karmanos, Jr., and AIS, (vi) 920,000 shares of Series E Preferred Stock (as
defined in the Preferred Stock Purchase Agreement), of which 896,431 are
outstanding and issued to FUCP and BT, (vii) 1,530,000 shares of Series F
Preferred Stock (as defined in the Preferred Stock Purchase Agreement), of
which 1,478,097 are outstanding and issued to General Atlantic Partners 28,
L.P. ("GAP 28"), GAP Coinvestment, Brean Murray and Manolovici, (viii) 900,000
shares of Series G Convertible Preferred Stock, (as defined in the Series G
Preferred Stock Purchase Agreement) par value $.01 per share, all of which are
outstanding and issued to GAP Coinvestment and General Atlantic Partners 47,
L.P., a Delaware limited partnership, and (ix) 1,100,000 shares, par value $.0l
per share, of undesignated preferred stock. SCHEDULE 5.19 sets forth a true
and complete list of the stockholders of the Borrower and, opposite the name of
each stockholder, the amount of all outstanding Capital Stock and all
securities or obligations convertible or exchangeable or exercisable for shares
of Capital Stock of the Borrower (including options, warrants, or other
subscription or purchase rights with respect to such Capital Stock) owned by
such stockholder.

5.20 Security Documents. The provisions of each of the Security
Documents (whether executed and delivered prior to or on the Amendment
Effective Date or thereafter) are and will be effective to create in favor of
the Agent, for its benefit and the benefit of the Lenders, a valid and
enforceable security interest in and Lien upon all right, title and interest of
each of the Borrower and its Subsidiaries to the extent a party thereto in and
to the Collateral purported to be pledged by it thereunder and described
therein, and upon (i) the initial extension of credit hereunder, (ii) the
filing of appropriately completed Uniform Commercial Code financing statements
and continuations thereof in the jurisdictions specified therein, (iii) the
filing of appropriately completed short-form assignments in the U.S. Patent and
Trademark Office and the U.S. Copyright Office, (iv) in the case of
uncertificated securities, compliance with Section 8-313 (or its successor
provision) of the applicable Uniform Commercial Code, and (v) the possession by
the Agent of any certificates evidencing the securities pledged thereby, such
security interest and Lien shall constitute a fully perfected and first
priority security interest in and Lien upon such right, title and interest of
each of the Borrower and its Subsidiaries in and to such Collateral, to the
extent that such security interest and Lien can be perfected by such filings,
actions and possession, subject only to Permitted Liens.

5.21 Solvency. The Borrower and each of its Subsidiaries is
Solvent.

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ARTICLE VI

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, until the termination of the
Revolving Credit Commitments, the Swingline Commitment, the termination or
expiration of all Letters of Credit and the payment in full of all principal
and interest with respect to the Loans and all Reimbursement Obligations
together with all other amounts then due and owing hereunder:

6.1 Financial Statements. The Borrower will deliver to each
Lender:

(a) As soon as available and in any event within forty-five (45)
days after the end of each of the first three fiscal quarters of each fiscal
year (or, if later, within 10 days after the Borrower's receipt of the audit
report for the previous fiscal year, with respect to the first quarter only),
beginning with the fiscal quarter ending June 30, 1998, unaudited consolidated
balance sheets of the Borrower and its consolidated Subsidiaries as of the end
of such fiscal quarter and unaudited consolidated and consolidating (with
respect to the Borrower, on the one hand, and Eclipsys Solutions Corp. and its
Subsidiaries, on the other hand) statements of income, retained earnings and
cash flows for the Borrower and its consolidated Subsidiaries for the fiscal
quarter then ended and for that portion of the fiscal year then ended, in each
case setting forth comparative budgeted figures for such period and comparative
figures as of the end of and for the corresponding period in the preceding
fiscal year, all prepared in accordance with Generally Accepted Accounting
Principles (subject to the absence of notes required by Generally Accepted
Accounting Principles and subject to normal year-end adjustments) applied on a
basis consistent with that of the preceding quarter or containing disclosure of
the effect on the financial condition or results of operations of any change in
the application of accounting principles and practices during such quarter and
certified by a Financial Officer of the Borrower as fairly presenting the
consolidated financial condition and consolidated and consolidating results of
operations of the Borrower and its consolidated Subsidiaries as of the dates
and for the periods indicated;

(b) As soon as available and in any event within 90 days after the
end of each fiscal year, beginning with the fiscal year ending December 31,
1999, (i) an audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as of the end of such fiscal year and audited
consolidated statements of income, retained earnings and cash flows for the
Borrower and its consolidated Subsidiaries for the fiscal year then ended, in
each case setting forth comparative figures for the preceding fiscal year and
comparable budgeted figures for the fiscal year then ended, and including the
notes thereto, and (ii) unaudited consolidating (with respect to the Borrower,
on the one hand, and Eclipsys Solutions Corp. and its consolidated
Subsidiaries, on the other hand) statements of income, retained earnings and
cash flows for the Borrower and its Subsidiaries for the fiscal year then
ended, all prepared in accordance with Generally Accepted Accounting Principles
applied on a basis consistent with those of the preceding year or containing
disclosure of the effect on the financial position or results of operations of
any change in the application of accounting principles and practices during the
year, certified (with respect to the unaudited statements) by a Financial
Officer of the Borrower as fairly presenting the consolidated financial
condition and consolidated and consolidating results of operations of the
Borrower and its consolidated Subsidiaries as of the dates and for the

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periods indicated, together (in the case of the audited statements) with (y) a
report thereon by Price Waterhouse LLP or another certified public accounting
firm of recognized national standing reasonably acceptable to the Required
Lenders that is not qualified as to going concern or scope of audit and to the
effect that such financial statements present fairly the consolidated financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries as of the dates and for the periods indicated in accordance with
Generally Accepted Accounting Principles applied on a basis consistent with
that of the preceding year or containing disclosure of the effect on the
financial position or results of operations of any change in the application of
accounting principles and practices during such year, and (z) a certificate by
such accountants to the effect that, based on and in connection with their
examination of the financial statements of the Borrower and its consolidated
Subsidiaries, such accountants obtained no knowledge of the occurrence or
existence of any Default or Event of Default relating to accounting or
financial reporting matters, or a statement specifying the nature and period of
existence of any such Default or Event of Default disclosed by their audit
(provided, however, that such accountants shall not be liable by reason of the
failure to obtain knowledge of any Default or Event of Default that would not
be disclosed or revealed in the course of an audit conducted in accordance with
Generally Accepted Auditing Standards).

6.2 Other Business and Financial Information. The Borrower will
deliver or provide to each Lender:

(a) Concurrently with each delivery of the financial statements
described in SECTION 6.1(a) or SECTION 6.1(b), (i) a Compliance Certificate in
the form of EXHIBIT K with respect to the period covered by the financial
statements then being delivered, executed by a Financial Officer of the
Borrower, together with a Covenant Compliance Worksheet reflecting the
computation of the financial covenants set forth in SECTIONS 7.1 through 7.4 as
of the last day of the period covered by such financial statements, and (ii) an
accounts receivable aging schedule as of the last day of such period;

(b) As soon as available, but in any event not later than 30 days
prior to the end of each fiscal year, a consolidated operating budget prepared
on a quarterly basis for the Borrower and its Subsidiaries for the next fiscal
year;

(c) Promptly upon receipt thereof, copies of any management letter
delivered to the Borrower by its independent certified public accountants in
connection with each annual audit of the Borrower and its Subsidiaries;

(d) Promptly upon the sending, filing or receipt thereof, copies
of (i) all regular, periodic and special reports, proxy statements,
registration statements and prospectuses (other than on Form S-8) that the
Borrower or any of its Subsidiaries shall render to or file with the Securities
and Exchange Commission, the National Association of Securities Dealers, Inc.
or any national securities exchange and (ii) all press releases and other
statements made available generally by the Borrower or any of its Subsidiaries
to the public concerning material developments in the business of the Borrower
or any of its Subsidiaries;

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(e) Promptly upon (and in any event within five (5) Business Days
after) obtaining knowledge thereof, written notice of any of the following:

(i) the occurrence of any Default or Event of
Default;

(ii) the institution or threatened institution of
any action, suit, investigation or proceeding against or affecting the
Borrower or any of its Subsidiaries, including any such investigation
or proceeding by any Governmental Authority (other than routine
periodic inquiries, investigations or reviews), that seeks to enjoin
or otherwise prevent the consummation of, or to recover damages or
obtain relief as a result of, any of the Credit Documents, or that
could, if adversely determined, be reasonably expected, individually
or in the aggregate, to have a Material Adverse Effect, and any
material and adverse development in any litigation or other
proceeding previously reported pursuant to SECTION 5.5 or this SECTION
6.2(e)(ii);

(iii) the receipt by the Borrower or any of its
Subsidiaries from any Governmental Authority of any notice asserting
any failure by the Borrower or any of its Subsidiaries to be in
compliance with applicable Requirements of Law or that threatens the
taking of any action against the Borrower or such Subsidiary or sets
forth circumstances that, if taken or adversely determined, could be
reasonably expected to have a Material Adverse Effect;

(iv) the occurrence of any ERISA Event, together
with (i) a written statement of the chief executive officer or a
Financial Officer of theBorrower specifying the details of such ERISA
Event and the action that the Borrower has taken, is taking and
proposes to take with respect thereto, (ii) a copy of any notice with
respect to such ERISA Event that may be required to be filed with the
PBGC and (iii) a copy of any notice delivered by the PBGC to the
Borrower or such ERISA Affiliate with respect to such ERISA Event;

(v) the termination, resignation or replacement
of any of the chairman, chief executive officer, or president of the
Borrower or Eclipsys Solutions Corp. and (together with copies
thereof) the execution of any material modification of any existing
employment agreement, or any new employment agreement, with any such
officer (unless notice has previously been delivered pursuant to
SECTION 8.10);

(vi) the payment or assertion of a claim for
payment of any amount in excess of $50,000 by any party to the Merger
Agreement under SECTIONS 4.4, 10.1 or 10.2 of the Merger Agreement
(without regard to the "basket" limitation set forth in SECTION 10.6
thereof), or any other notices delivered or received by the Borrower
or any of its Subsidiaries under the Merger Agreement;

(vii) the occurrence of any breach, default or
event of default under (i) the leases identified on SCHEDULE 5.12(b)
relating to leased properties in Atlanta, Georgia, Roseland, New
Jersey, or San Jose, California, or (ii) any other lease of real
property under which the Borrower or any Subsidiary is lessee which
breach or default could reasonably be expected to have a Material
Adverse Effect.

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(viii) the occurrence of any material default under,
or any proposed or threatened termination or cancellation of, any
material contract or agreement to which the Borrower or any of its
Subsidiaries is a party, the termination or cancellation of which
could be reasonably expected to have a Material Adverse Effect;

(ix) the occurrence of any of the following: (i)
the assertion of any Environmental Claim against or affecting the
Borrower, any of its Subsidiaries or any real property leased, owned
or occupied by the Borrower or any of its Subsidiaries; (ii) the
receipt by the Borrower or any of its Subsidiaries of notice of any
alleged violation of or noncompliance with any Environmental Laws; or
(iii) the taking of any remedial action by the Borrower, any of its
Subsidiaries or any other Person in response to the actual or alleged
generation, storage, release, disposal or discharge of any Hazardous
Substances on, to, upon or from any real property leased, owned or
occupied by the Borrower or any of its Subsidiaries; but in each case
under clauses (i), (ii) and (iii) above, only to the extent the same
could be reasonably expected to have a Material Adverse Effect; and

(x) any other matter or event that has, or could
be reasonably expected to have, a Material Adverse Effect, together
with a written statement of the chief executive officer or a Financial
Officer of the Borrower setting forth the nature and period of
existence thereof and the action that the Borrower has taken, is
taking and proposes to take with respect thereto;

(f) At the same time required to be provided to the holders of the
Borrower's Preferred Stock or the Warrants, any information or notice required
to be provided to such holders pursuant to the Series A Agreement, the
Preferred Stock Purchase Agreement, the Warrants or the certificate of
incorporation of the Borrower;

(g) As soon as reasonably practicable after the consummation of
any Permitted Acquisition, and to the extent not previously provided, copies of
the fully executed acquisition agreement (including schedules and exhibits
thereto) and other material documents and closing papers delivered in
connection therewith;

(h) Promptly upon completion thereof, copies of all material
amendments to the certificate or articles of incorporation, bylaws or other
organizational documents of the Borrower or any of its Subsidiaries; and

(i) As promptly as reasonably possible, such other information
about the business, condition (financial or otherwise), operations or
properties of the Borrower or any of its Subsidiaries (including any Plan and
any information required to be filed under ERISA, and including any statements,
audits or other reports submitted by or on behalf of the Borrower or any of its
Subsidiaries to any state Governmental Authority) as the Agent or any Lender
may from time to time reasonably request.

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6.3 Existence; Franchises; Maintenance of Properties. The
Borrower will, and will cause each of its Subsidiaries to, (i) maintain and
preserve in full force and effect its corporate existence, except as permitted
otherwise by SECTION 8.1, (ii) obtain, maintain and preserve in full force and
effect all other rights, franchises, licenses, permits, certifications,
approvals and authorizations required by Governmental Authorities and necessary
to the ownership, occupation or use of its properties or the conduct of its
business, except to the extent the failure to do so would not be reasonably
expected to have a Material Adverse Effect, and (iii) keep all material
properties in good working order and condition (normal wear and tear excepted)
and from time to time make all necessary repairs to and renewals and
replacements of such properties, except to the extent that any of such
properties are obsolete or are being replaced.

6.4 Compliance with Laws. The Borrower will, and will cause each
of its Subsidiaries to, comply in all respects with all Requirements of Law
applicable in respect of the conduct of its business and the ownership and
operation of its properties, except to the extent the failure so to comply
could not be reasonably expected to have a Material Adverse Effect.

6.5 Payment of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, (i) pay all liabilities and obligations as and
when due (subject to any applicable subordination provisions), except to the
extent failure to do so would not be reasonably expected to have a Material
Adverse Effect, and (ii) pay and discharge all taxes, assessments and
governmental charges or levies imposed upon it, upon its income or profits or
upon any of its properties, prior to the date on which penalties would attach
thereto, and all lawful claims that, if unpaid, might become a Lien upon any of
the properties of the Borrower or any of its Subsidiaries; provided, however,
that neither the Borrower nor any of its Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim that is being contested in good
faith and by proper proceedings and as to which the Borrower or such Subsidiary
is maintaining adequate reserves with respect thereto in accordance with
Generally Accepted Accounting Principles, unless and until any tax lien notice
has become effective with respect thereto or until any Lien resulting therefrom
attaches to its properties and becomes enforceable against its other creditors.

6.6 Insurance.

(a) The Borrower will, and will cause each of its Subsidiaries to,
maintain with financially sound and reputable insurance companies insurance
with respect to its assets, properties and business, against such hazards and
liabilities, of such types and in such amounts, as is customarily maintained by
companies of established reputation engaged in the same or similar businesses
similarly situated, and maintain such other or additional insurance on such
terms and subject to such conditions as may be required under any Security
Document.

(b) Until the consummation of a Qualified Public Offering, the
Borrower shall maintain and collaterally assign to the Agent, for the benefit
of the Lenders, at least $5,000,000 in key man life insurance on the life of
Harvey J. Wilson with such insurance companies as shall be determined by the
Borrower (provided that such insurance companies shall be reasonably acceptable
to the Agent).

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6.7 Maintenance of Books and Records; Inspection. The Borrower
will, and will cause each of its Subsidiaries to, (i) maintain adequate books,
accounts and records, in which full, true and correct entries shall be made of
all financial transactions in relation to its business and properties, and
prepare all financial statements required under this Agreement, in each case in
accordance with Generally Accepted Accounting Principles and in compliance with
the requirements of any Governmental Authority having jurisdiction over it, and
(ii) permit employees or agents of the Agent or any Lender to inspect its
properties and examine or audit its books, records, working papers and accounts
and make copies and memoranda of them, and to discuss its affairs, finances and
accounts with its officers and employees and, upon notice to the Borrower, the
independent public accountants of the Borrower and its Subsidiaries (and by
this provision the Borrower authorizes such accountants to discuss the finances
and affairs of the Borrower and its Subsidiaries), all at such times and from
time to time, upon reasonable notice and during business hours, as may be
reasonably requested; provided that the Borrower shall not be required to
reimburse the Agent or any Lender in excess of $10,000 per year for the
out-of-pocket or any other expenses incurred in connection with the
administration, monitoring and reviewing of the Loans and the Collateral,
including, without limitation, for travel, meals, long-distance telephone, wire
transfer fees and facsimile transmission charges and copying; provided,
however, that all such expenses incurred upon or during the continuation of any
Event of Default shall not be included in the calculation of the $10,000 amount
referred to above and shall be paid by the Borrower without regard to amount,
subject to the other limitations set forth herein.

6.8 Creation or Acquisition of Subsidiaries. Subject to the
provisions of SECTION 8.6, the Borrower may from time to time create or acquire
new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or
otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or
acquire new Wholly Owned Subsidiaries, provided that:

(a) Concurrently with the creation or direct or indirect
acquisition by the Borrower thereof, each such new Wholly Owned Subsidiary
(unless such Subsidiary is a Designated Non-Guarantor Subsidiary) will execute
and deliver to the Agent (i) a joinder to the Subsidiary Guaranty, pursuant to
which such new Wholly Owned Subsidiary shall become a guarantor thereunder and
shall agree to guarantee the payment in full of the Obligations of the Borrower
under this Agreement and the other Credit Documents, and (ii) a joinder to the
Subsidiary Pledge and Security Agreement, pursuant to which such new Wholly
Owned Subsidiary shall grant to the Agent a first priority Lien upon and
security interest in its accounts receivable, inventory, equipment, general
intangibles and other personal property as Collateral for its obligations under
the Subsidiary Guaranty, subject only to Permitted Liens;

(b) Concurrently with the creation or acquisition of any new
Wholly Owned Subsidiary the Capital Stock of which is directly owned by the
Borrower, the Borrower will execute and deliver to the Agent an amendment or
supplement to the Borrower Pledge and Security Agreement, pursuant to which all
of the Capital Stock of such new Wholly Owned Subsidiary and any promissory
notes from such new Wholly Owned Subsidiary to the Borrower shall be pledged to
the Agent, together with the certificates evidencing such Capital Stock and
undated stock powers duly executed in blank and any such promissory notes duly
endorsed in blank; and concurrently with the creation or acquisition of any new
Wholly Owned Subsidiary the Capital Stock of which is directly owned by another
Wholly Owned Subsidiary (the "Parent

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Subsidiary"), the Parent Subsidiary will execute and deliver to the Agent a
joinder, amendment or supplement (as applicable) to the Subsidiary Pledge and
Security Agreement, pursuant to which all of the Capital Stock of such new
Wholly Owned Subsidiary and any promissory notes from such new Wholly Owned
Subsidiary to the Parent Subsidiary shall be pledged to the Agent, together
with the certificates evidencing such Capital Stock and undated stock powers
duly executed in blank and any such promissory notes duly endorsed in blank;

(c) As promptly as reasonably possible, the Borrower and its
Subsidiaries will deliver any such other documents, certificates and opinions
(including opinions of local counsel in the jurisdiction of organization of
each such new Wholly Owned Subsidiary), in form and substance reasonably
satisfactory to the Agent, as the Agent may reasonably request in connection
therewith and will take such other action as the Agent may reasonably request
to create in favor of the Agent a first priority perfected security interest in
the Collateral being pledged pursuant to the documents described above, subject
only to Permitted Liens; and

(d) Each newly formed or acquired Wholly Owned Subsidiary shall
hold assets located solely in, and shall be organized under the laws of any
jurisdiction of, the United States of America.

6.9 Year 2000. Borrower shall use its best commercial efforts to
assure that the Borrower's and its Subsidiaries' computer based systems are
able to operate and effectively process data, including dates, on and after
January 1, 2000. At the request of the Agent, the Borrower shall provide the
Agent assurance acceptable to the Agent of the Borrower's and its Subsidiaries'
Year 2000 capability.

6.10 Additional Security; Further Assurances.

(a) The Borrower will, and will cause each of its Subsidiaries
(other than Designated Non-Guarantor Subsidiaries) to, grant to the Agent from
time to time security interests, Liens and mortgages in and upon such real
properties of the Borrower or such Subsidiary as are not covered by the
Security Documents executed and delivered on the Amendment Effective Date or
pursuant to SECTION 6.8 or as may be requested from time to time by the
Required Lenders (including, without limitation, Liens on real properties
acquired by the Borrower or such Subsidiary in connection with any Permitted
Acquisition); provided that the Borrower will not be obligated to execute and
deliver leasehold mortgages with respect to the leased properties set forth on
SCHEDULE 5.12(b) as of the Amendment Effective Date. Such security interests,
Liens and mortgages shall be granted pursuant to documentation in form and
substance satisfactory to the Required Lenders and shall constitute valid and
perfected security interests and Liens superior to and prior to the rights of
all other Persons and subject to no Liens other than Permitted Liens. Without
limitation of the foregoing, in connection with the grant of any mortgage or
deed of trust with respect to any fee or leasehold interest in real property,
the Borrower will, and will cause each applicable Subsidiary to, at the
Borrower's expense, prepare, obtain and deliver to the Agent any environmental
assessments, appraisals, surveys, title insurance and other matters or
documents (including, without limitation, Landlord Consents) as the Agent may
reasonably request or as may be required under applicable banking laws and
regulations.

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(b) The Borrower will, and will cause each of its Subsidiaries to,
make, execute, endorse, acknowledge and deliver any amendments, modifications
or supplements hereto and restatements hereof and any other agreements,
instruments or documents, and take any and all such other actions, as may from
time to time be reasonably requested by the Agent or the Required Lenders to
perfect and maintain the validity and priority of the Liens granted pursuant to
the Security Documents and to effect, confirm or further assure or protect and
preserve the interests, rights and remedies of the Agent and the Lenders under
this Agreement and the other Credit Documents.

ARTICLE VII

FINANCIAL COVENANTS

7.1 Ratio of Consolidated Funded Debt to Annualized EBITDA. The
Borrower will not permit the ratio of Consolidated Funded Debt to Annualized
EBITDA (i) as of the last day of any fiscal quarter ending prior to the
successful consummation of a Qualified Public Offering, to be greater than 2.5
to 1.0, and (ii) as of the last day of any fiscal quarter ending after or
concurrently with the successful consummation of a Qualified Public Offering,
to be greater than 3.0 to 1.0.

7.2 Ratio of Annualized EBITDA to Annualized Interest Expense.
The Borrower will not permit the ratio of Annualized EBITDA to Annualized
Interest Expense to be less than 3.0 to 1.0 as of the last day of any fiscal
quarter.

7.3 Ratio of Consolidated Funded Debt to Consolidated Total
Capital. The Borrower will not permit the ratio of Consolidated Funded Debt to
Consolidated Total Capital (i) as of the last day of any fiscal quarter ending
prior to the successful consummation of a Qualified Public Offering, to be
greater than 0.6 to 1.0, and (ii) as of the last day of any fiscal quarter
ending after or concurrently with the successful consummation of a Qualified
Public Offering, to be greater than 0.5 to 1.0.

7.4 Capital Expenditures. The Borrower will not permit Capital
Expenditures during any fiscal year to exceed 6% of the Consolidated Net
Revenues for the previous fiscal year.

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ARTICLE VIII

NEGATIVE COVENANTS

8.1 Merger; Consolidation. The Borrower will not, and will not
permit or cause any of its Subsidiaries (other than Eclipsys Limited) to,
liquidate, wind up or dissolve, or enter into any consolidation, merger or
other combination, or agree to do any of the foregoing; provided, however,
that:

(i) the Borrower may merge or consolidate with
another Person so long as (w) the Borrower is the surviving entity,
(x) if such other Person is a Subsidiary immediately prior to giving
effect thereto, the aggregate of any cash or other assets of the
Borrower or any of its Subsidiaries received as consideration pursuant
to such transaction by Persons other than the Borrower or a Wholly
Owned Subsidiary shall be deemed to constitute an Investment made by
the Borrower pursuant to clause (x) of SECTION 8.6, (y) if such other
Person is not already a Subsidiary immediately prior to giving effect
thereto, such merger or consolidation shall constitute a Permitted
Acquisition and the applicable conditions and requirements of SECTION
8.6(vi) shall be satisfied, and (z) immediately after giving effect
thereto, no Default or Event of Default would exist; and

(ii) any Subsidiary may merge or consolidate with
another Person so long as (w) the surviving entity is the Borrower or
a Wholly Owned Subsidiary and a party to the Subsidiary Guaranty or
this Agreement, (x) if such other Person is a Subsidiary immediately
prior to giving effect thereto, the aggregate of any cash or other
assets of the Borrower or any of its Subsidiaries received as
consideration pursuant to such transaction by Persons other than the
Borrower or a Wholly Owned Subsidiary shall be deemed to constitute an
Investment made by the Borrower pursuant to (x) of SECTION 8.6, (y) if
such other Person is not already a Subsidiary immediately prior to
giving effect thereto, such merger or consolidation shall constitute a
Permitted Acquisition and the applicable conditions and requirements
of SECTION 8.6(vi) shall be satisfied, and (z) immediately after
giving effect thereto, no Default or Event of Default would exist.

8.2 Indebtedness. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, create, incur, assume or suffer to exist any
Indebtedness other than:

(i) Indebtedness incurred under this Agreement,
the Notes and the other Credit Documents;

(ii) unsecured Indebtedness of the Borrower and
Wholly Owned Subsidiaries that is expressly subordinated and made
junior in right and time of payment to the prior

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payment in full of the Obligations and that is evidenced by one or
more written agreements or instruments the terms, conditions and
provisions (including, without limitation, covenants, events of
default and subordination provisions) of which are satisfactory in
form and substance to the Required Lenders in their sole discretion,
and that, at a minimum and without limitation, (1) bears a stated
maturity date not earlier than one year after the Revolving Credit
Maturity Date, (2) does not by its terms provide for any scheduled
payments of principal, and does not otherwise require any payments of
principal under any circumstances (other than pursuant to acceleration
upon default), to be made at any time earlier than one year after the
Revolving Credit Maturity Date, and (3) contains covenants and
undertakings that are, in the judgment of the Required Lenders,
materially less restrictive taken as a whole than those set forth in
this Agreement, and without limitation of the foregoing such
agreements and instruments shall not have any financial, affirmative
or negative covenants or events of default that are more restrictive
than those contained in this Agreement (the Indebtedness described in
this clause (iii), "Subordinated Indebtedness"), provided that,
immediately prior to and after giving effect to the incurrence of such
Indebtedness, no Default or Event of Default shall have occurred and
be continuing, and provided further that, prior to the incurrence of
any such Subordinated Indebtedness, (y) all agreements and instruments
evidencing such Subordinated Indebtedness shall have been approved in
writing by the Required Lenders (or the Agent with their approval and
on their behalf), and (z) the Borrower shall have delivered to each
Lender a certificate, signed by a Financial Officer, satisfactory in
form and substance to the Required Lenders and to the effect that,
after giving effect to the incurrence of such Subordinated
Indebtedness, the Borrower is in compliance with the financial
covenants set forth in SECTIONS 7.1 through 7.4, such compliance
determined with regard to calculations made on a pro forma basis in
accordance with Generally Accepted Accounting Principles as of the
last day of the fiscal quarter then most recently ended and as if such
Subordinated Indebtedness had been incurred on the first day of the
period applicable to such covenants (such calculations to be attached
to such certificate);

(iii) Indebtedness existing on the Amendment
Effective Date and described in SCHEDULE 8.2;

(iv) accrued expenses, current trade or other
accounts payable and other current liabilities arising in the ordinary
course of business and not incurred through the borrowing of money,
provided that the same shall be paid when due except to the extent
being contested in good faith and by appropriate proceedings;

(v) unsecured loans and advances by (y) the
Borrower and its Subsidiaries to Wholly Owned Subsidiaries (other than
Eclipsys Limited, except for loans of up to the lesser of (i)
$1,000,000 annually or (ii) the amount of funds in any manner annually
distributed by Eclipsys Limited to the Borrower, provided that the
Borrower is in compliance with the Excess Cash requirements hereunder)
or (z) by any Wholly Owned Subsidiaries to the Borrower, provided that
any such loan or advance, if requested by the Agent, is evidenced by a
promissory note, in form and substance satisfactory to the Agent,
pledged to the Agent pursuant to the Security Documents and, as to
Indebtedness

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described in clause (y), is fully subordinated in right and time of
payment to the Obligations;

(vi) Contingent Obligations permitted under SECTION
8.3;

(vii) Indebtedness of the Borrower under Hedge
Agreements entered into with any Lender in respect of the Indebtedness
incurred pursuant to this Agreement, provided that the notional amount
of all such agreements at any time shall not exceed the aggregate
Revolving Credit Commitments at such time;

(viii) Indebtedness of the Borrower and its
Subsidiaries of the type described in, and secured by Liens of the
types described in, clause (vi) of SECTION 8.4 of up to $500,000 at
any one time outstanding;

(ix) Indebtedness assumed or incurred in
connection with any Permitted Acquisition to the extent approved in
writing by the Required Lenders prior to the consummation of such
Permitted Acquisition;

(x) loans to Designated Non-Guarantor Subsidiaries
to the extent permitted by SECTION 8.6(ix);

(xi) additional unsecured Indebtedness not
exceeding $500,000 in aggregate principal amount at any one time
outstanding; and

(xii) refinancings, refundings or extensions of the
foregoing; provided, that such refinancing, refunding or extensions
shall not (u) exceed the principal amount refinanced, refunded or
extended, (v) shorten the maturity (or weighted average life to
maturity) of such Indebtedness, (w) increase the interest rate
applicable to such Indebtedness, (x) cause any covenants or
undertakings (whether affirmative or negative) of the Borrower or any
Subsidiary in respect of such Indebtedness to be more restrictive than
such covenants or undertakings had been prior to such refinancing,
refunding or extension assumed or incurred in connection with any
Acquisition to the extent approved in writing by the Required Lender
prior to the consummation of such Acquisition, (y) facilitate the
exercise or enforcement of any remedies of any obligee of such
Indebtedness in respect of any default or event of default thereunder,
or (z) result in any amendments or modifications of any of the
subordination provisions applicable to such Indebtedness.

8.3 Contingent Obligations. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, create, incur, assume or suffer to
exist any Contingent Obligation other than:

(i) Contingent Obligations incurred pursuant to
the Transaction Documents;

(ii) Contingent Obligations consisting of the
indemnification by the Borrower or any of its Subsidiaries of (u) the
officers, directors, employees and agents of the

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Borrower or such Subsidiary, to the extent permissible under the
corporation law of the jurisdiction in which the Borrower or such
Subsidiary is organized, (v) commercial banks, investment bankers and
other independent consultants or professional advisors pursuant to
agreements relating to the underwriting of the Borrower's or such
Subsidiary's securities or the rendering of banking or professional
services to the Borrower or such Subsidiary, (w) landlords, licensors,
licensees, suppliers, customers and other parties pursuant to
agreements entered into in the ordinary course of business by the
Borrower or such Subsidiary, (x) any seller in an Acquisition, and (y)
any other Person pursuant to customary indemnification or warranty
provisions in any agreement entered into in the ordinary course of
business;

(iii) Contingent Obligations owed to a seller in a
Permitted Acquisition that relate to customary post-closing
adjustments and payments;

(iv) guarantees by the Borrower or any of its
Subsidiaries (other than Eclipsys Limited except as set forth on
SCHEDULE 8.3) of obligations of the Borrower or its Subsidiaries under
leases permitted hereunder;

(v) guarantees by the Borrower or any of its
Subsidiaries of any other Indebtedness permitted under SECTION 8.2
(provided that any guarantees of Subordinated Indebtedness shall be
subordinated to guarantees of the Obligations to at least the same
extent and in the same manner as such Subordinated Indebtedness is
subordinated to the Obligations);

(vi) guarantees by the Borrower set forth on
SCHEDULE 8.3 assumed in connection with Acquisitions consummated prior
to the Amendment Effective Date.

8.4 Liens. The Borrower will not, and will not permit or cause
any of its Subsidiaries to, directly or indirectly, make, create, incur, assume
or suffer to exist, any Lien upon or with respect to any part of its property
or assets (including without limitation any rights to receive income or
profits therefrom), whether now owned or hereafter acquired, or file or permit
the filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, assets, income or
profits under the Uniform Commercial Code of any state or under any similar
recording or notice statute, or agree to do any of the foregoing, other than
the following (collectively, "Permitted Liens"):

(i) Liens created under the Credit Documents;

(ii) Liens in existence on the Amendment Effective
Date and set forth on SCHEDULE 8.4;

(iii) Liens imposed by law, such as Liens of
carriers, warehousemen, mechanics, materialmen and landlords, and
other similar Liens incurred in the ordinary course of business for
sums not constituting borrowed money that are not overdue for a period
of more than thirty (30) days or that are being contested in good
faith by

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appropriate proceedings and for which adequate reserves have been
established in accordance with Generally Accepted Accounting
Principles;

(iv) Liens (other than any Lien imposed by ERISA,
the creation or incurrence of which would result in an Event of
Default under SECTION 9.1(j)) incurred in the ordinary course of
business in connection with worker's compensation, unemployment
insurance or other forms of governmental insurance or benefits, or to
secure the performance of letters of credit, bids, tenders, statutory
obligations, surety and appeal bonds, leases, trade contracts and
other similar obligations (other than obligations for borrowed money)
entered into in the ordinary course of business, provided that all
such Liens would not have a Material Adverse Effect;

(v) Liens for taxes, assessments or other
governmental charges or statutory obligations that are not delinquent
or remain payable without any penalty or that are being contested in
good faith by appropriate proceedings and for which adequate reserves
have been established in accordance with Generally Accepted Accounting
Principles;

(vi) Purchase money Liens upon equipment, fixed
assets or similar property used or leased by the Borrower or any of
its Subsidiaries in the ordinary course of its business, incurred in
compliance with SECTION 7.5 hereof, and securing Indebtedness incurred
solely to pay all or a portion of the purchase price thereof
(including in connection with capital leases) and any extensions,
renewals or replacements of such Liens; provided that any such Lien
(i) shall attach to such property concurrently with or within ten (10)
days after the acquisition thereof by the Borrower or such Subsidiary,
(ii) shall not exceed the lesser of (y) the fair market value of such
property or (z) the cost thereof to the Borrower or such Subsidiary
and (iii) shall not encumber any other property of the Borrower or any
of its Subsidiaries;

(vii) Any attachment or judgment Lien not
constituting an Event of Default under SECTION 9.1(i) that is being
contested in good faith by appropriate proceedings and for which
adequate reserves have been established in accordance with Generally
Accepted Accounting Principles;

(viii) Liens arising from the filing, for notice
purposes only, of financing statements in respect of operating leases;

(ix) With respect to any real property occupied by
the Borrower or any of its Subsidiaries, all easements, rights of way,
licenses and similar encumbrances on title that do not materially
impair the use of such property for its intended purposes; and

(x) Liens securing Indebtedness permitted
pursuant to clause (ix) of Section 8.2.

8.5 Disposition of Assets. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one or a series of transactions)
all or any portion of its assets, business or properties (including, without

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limitation, any Capital Stock of any Subsidiary), or enter into any arrangement
with any Person providing for the lease by the Borrower or any Subsidiary as
lessee of any asset that has been sold or transferred by the Borrower or such
Subsidiary to such Person, or agree to do any of the foregoing, except for:

(i) the sale of inventory and the license or
lease of Intellectual Property and other assets, in each case in the
ordinary course of business;

(ii) the sale or exchange of used or obsolete
equipment to the extent the proceeds of such sale are applied towards,
or such equipment is exchanged for, similar replacement equipment or
other equipment to be utilized in business of the Borrower or its
Subsidiaries;

(iii) the sale, lease or other disposition of
assets by the Borrower or a Subsidiary of the Borrower to the Borrower
or to another Wholly Owned Subsidiary or to a Designated Non-Guarantor
Subsidiary (provided, that the value of assets sold, leased or
otherwise disposed shall be included as Investments and subject to the
limitations set forth in SECTION 8.6(ix) hereof), if, immediately
after giving effect thereto, no Default or Event of Default would
exist;

(iv) the sale of the network services and
international divisions of Eclipsys Solutions Corporation (including
the stock or assets of Eclipsys Limited), to the extent the aggregate
proceeds of such dispositions do not exceed $2,000,000;

(v) the sale or disposition of assets outside the
ordinary course of business for cash, provided that (x) the Net Cash
Proceeds from such sales or dispositions do not exceed $500,000 in the
aggregate for the Borrower and its Subsidiaries during any fiscal
year, (y) in no event shall the Borrower or any of its Subsidiaries
sell or otherwise dispose of any of the Capital Stock of any
Subsidiary (except as set forth on clause (iv) above), and (z)
immediately after giving effect thereto, no Default or Event of
Default would exist; and

(vi) the sale or disposition of Investments
expressly permitted to be held pursuant to clause (i) of SECTION 8.6.

To the extent any Collateral is sold as permitted by this Section,
such Collateral shall be sold free and clear of all liens created by the Credit
Documents, and the Agent shall be authorized to take any actions it deems
appropriate in order to effect the foregoing.

8.6 Investments. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, directly or indirectly, purchase, own, invest
in or otherwise acquire any Capital Stock, evidence of indebtedness or other
obligation or security or any interest whatsoever in any other Person, or make
or permit to exist any loans, advances or extensions of credit to, or any
investment in cash or by delivery of property in, any other Person, or
consummate an Acquisition or create or acquire any Subsidiary, or become a
partner or joint venturer in any

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partnership or joint venture (collectively, "Investments"), or make a
commitment or otherwise agree to do any of the foregoing, other than:

(i) Cash Equivalents;

(ii) Investments consisting of the purchase,
acquisition, license or lease of inventory, supplies, materials,
equipment, intellectual property and other assets in the ordinary
course of business;

(iii) Investments consisting of loans and advances
to employees for reasonable travel, relocation and business expenses
in the ordinary course of business (provided that the aggregate
outstanding amount of all such loans and advances shall not exceed
$400,000 at any time), extensions of trade credit in the ordinary
course of business, and prepaid expenses incurred in the ordinary
course of business;

(iv) without duplication, Investments consisting
of Indebtedness permitted under clause (v) of SECTION 8.2;

(v) Investments existing on the Amendment
Effective Date and described in SCHEDULE 8.6;

(vi) Investments consisting of Acquisitions with
respect to which all of the following conditions have been satisfied or
waived in writing by the Required Lenders or the Agent on their behalf
("Permitted Acquisitions"):

(a) Either (i) the Required Lenders
shall have given their prior written consent to the
consummation of such Acquisition, which consent may
be in their sole discretion and may be given subject
to such terms and conditions as the Required Lenders
may establish in addition to the terms and
conditions set forth in this SECTION 8.6(vi), or (ii)
(A) with respect to any Acquisition occurring prior
to the successful consummation of a Qualified Public
Offering, the Acquisition Amount relating to any such
Acquisition does not exceed $500,000 individually
and, together with the Acquisition Amount of all
Acquisitions under this clause (vi) since the
Closing Date (as defined in the Original Credit
Agreement), $1,500,000 in the aggregate and (B) with
respect to any Acquisition occurring after or
concurrently with the successful consummation of a
Qualified Public Offering, (1) the total Acquisition
Amount for such Acquisition does not exceed
$35,000,000 and/or (2) the Borrower incurs a Borrowing
directly or indirectly, of less than $5,000,000 in
connection with any individual Acquisition or incurs
Borrowings of less than $35,000,000, directly or
indirectly, in connection with all Acquisitions in
the aggregate in any fiscal year of the Borrower;
provided that any Acquisition with a total
Acquisition Amount of greater than $35,000,000 shall
require Required Lender approval;

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(b) With respect to each such Acquisition, no
Default or Event of Default shall have occurred and be
continuing at the time of the consummation of such Acquisition
or would exist immediately after giving effect thereto; and

(c) Not less than ten (10) Business Days prior to
the consummation of any such Acquisition, the Borrower shall
have delivered to the Agent and each Lender the following
items:

(1) a reasonably detailed description of
the material terms of such Acquisition (including,
without limitation, the purchase price and method and
structure of payment) and of each Person or business
that is the subject of such Acquisition (each, a
"Target");

(2) historical financial statements of
the Target (or, if there are two or more Targets that
are the subject of such Acquisition and that are part
of the same consolidated group, consolidated
historical financial statements for all such Targets)
for the most recent fiscal year available and, if
available, for any interim periods since the most
recent fiscal year-end (including a calculation of
revenue and cash flow during such period) (provided
that, with respect to Acquisitions described in
clause (ii) of subsection (a) above, such financial
statements shall be delivered as promptly as
practicable and not more than ten (10) Business Days
after the consummation of the Acquisition);

(3) consolidated projected income
statements of the Borrower and its Subsidiaries
(giving effect to such Acquisition and the
consolidation with the Borrower of each relevant
Target) for the two-year period following the
consummation of such Acquisition, in reasonable
detail (including a calculation of Consolidated
EBITDA during such periods), together with any
appropriate statement of assumptions and pro forma
adjustments (provided that, with respect to
Acquisitions described in clause (ii) of subsection
(a) above, such financial statements shall be
delivered as promptly as practicable and not more
than ten (10) Business Days after the consummation of
the Acquisition); and

(4) a certificate, in form and substance
satisfactory to the Agent, executed by a Financial
Officer of the Borrower setting forth the applicable
purchase price and further to the effect that, to the
best of such individual's knowledge, (w) the
consummation of such Acquisition will not result in a
violation of any provision of this SECTION 8.6(vi),
(x) after giving effect to such Acquisition and any
Borrowings made in connection therewith, the Borrower
is in compliance with the financial covenants
contained in SECTIONS 7.1 through 7.4, such
compliance determined with regard to calculations
made on a pro forma basis in accordance with
Generally Accepted Accounting Principles as if each
Target had been consolidated with the Borrower and
its Subsidiaries for those periods

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applicable to such covenants as determined for the
most recent calculation period (such calculations to
be attached to the certificate), (y) the Borrower
believes in good faith that it will continue to
comply with such financial covenants for a period of
one year following the date of the consummation of
such Acquisition, and (z) after giving effect to such
Acquisition and any Borrowings in connection
therewith, the Borrower believes in good faith that
it will have sufficient availability under the
Revolving Credit Commitments to meet its ongoing
working capital requirements; and

(d) At the request of the Agent or any Lender,
the Borrower will furnish copies of current drafts or, to the
extent available, final versions, of the definitive
acquisition agreement (including schedules and exhibits
thereto) and other material documents and agreements delivered
or to be delivered in connection therewith;

(vii) existing Investments in Persons that are Subsidiaries
on the Amendment Effective Date;

(viii) Investments in Wholly Owned Subsidiaries
(other than Eclipsys Limited) and the creation of and Investments in
newly created or acquired Wholly Owned Subsidiaries (other than
Designated Non-Guarantor Subsidiaries) with respect to which the
applicable conditions and requirements of SECTION 6.8 have been
satisfied, excluding in each case Investments in assets, properties or
Persons located outside the United States of America;

(ix) the creation of and Investments in Designated
Non-Guarantor Subsidiaries, provided (i) all Investments in any single
Designated Non-Guarantor Subsidiary do not exceed $350,000, (ii) the
aggregate of all Investments in Designated Non-Guarantor Subsidiaries
under this clause (ix) since the Closing Date (as defined in the
Original Credit Agreement) does not exceed $1,000,000, (iii) the
Borrower or a Wholly Owned Subsidiary owns not less than 50% of the
total economic equity or ownership interest in, and otherwise
exercises a controlling influence over the management and policies of,
such Designated Non-Guarantor Subsidiary, and (iv) the Capital Stock
(or a security interest in the dividends or distributions) of such
Designated Non-Guarantor Subsidiary held (or to be received) by the
Borrower or any of its Subsidiaries is pledged or granted to the
Agent, on terms satisfactory to the Agent in its sole discretion,
pursuant to the Borrower Pledge and Security Agreement or the
Subsidiary Pledge and Security Agreement (it being acknowledged that
the Borrower or Subsidiary holding such Capital Stock shall use its
commercially reasonable efforts (not to include the institution of
litigation or the payment of any costs or fees other than incidental
costs or fees relating thereto), including by seeking to obtain any
necessary consents, to pledge such Capital Stock rather than the
security interest in such dividends or distributions); and

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(x) Investments (other than Investments specified
in clauses (i) through (ix) above), in an aggregate amount not
exceeding $250,000 for all such Investments from and after the
Amendment Effective Date.

8.7 Restricted Payments.

(a) The Borrower will not, and will not permit or cause any of its
Subsidiaries to, directly or indirectly, declare or make any dividend payment,
or make any other distribution or payment of cash, property or assets, in
respect of any of its Capital Stock or any warrants, rights or options to
acquire its Capital Stock, or make any payment to any holders of its Capital
Stock or any Warrants, rights or options to acquire its Capital Stock under the
Preferred Stock Purchase Agreement, the Series G Preferred Stock Purchase
Agreement, or the Warrants, or purchase, redeem, retire or otherwise acquire
for value any shares of its Capital Stock (including any Preferred Stock) or
any warrants, rights or options to acquire its Capital Stock (including the
Warrants), or set aside funds for any of the foregoing, except that:

(i) the Borrower may declare and make dividend
payments or other distributions payable solely in Qualified Capital
Stock;

(ii) each Subsidiary of the Borrower may declare
and make dividend payments or other distributions to the Borrower or
any Wholly Owned Subsidiary of the Borrower, to the extent not
prohibited under applicable Requirements of Law;

(iii) the Borrower may purchase or redeem any
shares of its Capital Stock provided the amount of cash or the Fair
Market Value of other consideration paid in exchange therefor shall
not exceed $50,000 for all such transactions after the Amendment
Effective Date (other than pursuant to SUBSECTION (V) below);

(iv) upon the terms set forth in Section 8 of the
Stockholders Agreement, the Borrower may purchase its Capital Stock
held by Partners Healthcare System, Inc. upon the exercise of the
"Partners Put" (as defined in the Stockholders Agreement), provided
that the Company Note (as defined in the Stockholders Agreement) is
subordinated to the obligations on terms satisfactory to the Agent in
its sole discretion;

(v) concurrently with or immediately following the
closing of the initial Qualified Public Offering, the Borrower may
redeem all of the outstanding shares of its Series B 8.5% Redeemable
Preferred Stock and Series C 8.5% Redeemable Preferred Stock using the
proceeds of such Qualified Public Offering;

(vi) concurrently with or immediately following the
closing of the initial Qualified Public Offering and after any
repayment obligations under Section 2.6(c) of this Agreement have been
met, the Borrower may pay the subordinated promissory notes, dated
June 26, 1997, issued jointly by the Borrower and SDK Medical Computer
Services Corporation in connection with the acquisition of SDK Medical
Computer Services Corporation in an aggregate amount of $7,588,159.95
(the "SDK Notes") using the remaining portion of the proceeds of the
initial Qualified Public Offering after the

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redemption of shares as set forth in paragraph (v) above and the
repayment of outstanding amounts under this Agreement pursuant to
Section 2.6(c); and

(vii) after the successful consummation of a Qualified
Public Offering, the Borrower may repurchase shares of stock of the
Borrower in cash in an amount not exceeding $10,000,000 per fiscal
year as long as (A) such redemption payments are made with Excess Cash
and (B) no Default or Event of Default has occurred and is continuing
both before and after giving effect to such dividend payment.

(b) The Borrower will not, and will not permit or cause any of its
Subsidiaries to, make (or give any notice in respect of) any voluntary or
optional payment or prepayment of principal on, or directly or indirectly make
any redemption (including pursuant to any change of control provision),
retirement, defeasance or other acquisition for value of, any Subordinated
Indebtedness, or make any deposit or otherwise set aside funds for any of the
foregoing purposes.

8.8 Transactions with Affiliates. The Borrower will not, and will
not permit or cause any of its Subsidiaries to, enter into any transaction
(including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service) with any officer, director,
stockholder or other Affiliate of the Borrower or any Subsidiary, except in the
ordinary course of its business and upon fair and reasonable terms that are no
less favorable to it than would obtain in a comparable arm's length transaction
with a Person other than an Affiliate of the Borrower or such Subsidiary;
provided, however, that nothing contained in this Section shall prohibit:

(i) transactions described on SCHEDULE 8.8 or transactions
otherwise permitted under this Agreement;

(ii) transactions after the Amendment Effective
Date that are contemplated by the Preferred Stock Purchase Agreement,
the Series G Preferred Stock Purchase Agreement, the Warrants, the
Stockholders Agreement, the Registration Rights Agreement and any
other Transaction Document and that are not prohibited by any other
provision of this Agreement or any other Credit Document, and the
performance by the Borrower and its Subsidiaries of their respective
obligations under the Transaction Documents;

(iii) travel or other reasonable expense advances
to employees, officers, directors and Board observers in the ordinary
course of business;

(iv) transactions among or between the Borrower or
any Subsidiary that are not prohibited by any other provisions of this
Agreement or any other Credit Document.

8.9 Lines of Business. The Borrower will not, and will not permit
or cause any of its Subsidiaries to, engage in any business other than the
businesses in which it is engaged on the date hereof or a business reasonably
related thereto.

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8.10 Certain Amendments. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, without the prior written consent
of the Required Lenders (not to be unreasonably withheld or delayed), (i)
amend, modify or waive, or permit the amendment, modification or waiver of, any
provision of any Subordinated Indebtedness, or breach or otherwise violate any
of the subordination provisions applicable thereto, including, without
limitation, restrictions against payment of principal and interest thereon
(other than amendments, modifications or waivers that do not affect payments,
prepayments, subordination, the definition of senior indebtedness, information,
affirmative or negative covenants, defaults or other provisions that would be
expected to affect the Lenders adversely, as determined in the reasonable
judgment of the Required Lenders), (ii) amend, modify or waive, or permit the
amendment, modification or waiver of, in any manner that would be expected to
affect the Lenders adversely (as determined in the reasonable judgment of the
Required Lenders), any provision of the Preferred Stock Purchase Agreement, the
Series G Preferred Stock Purchase Agreement, the Stockholders Agreement, the
Warrants, the Partners/B&W Agreements, the Wilson Employment Agreement or any
other agreement entered into by it with respect to its Capital Stock, or enter
into any new agreement with respect to its Capital Stock (other than any
underwriting agreement necessary for the consummation of a Qualified Public
Offering), or (iii) amend, modify or change, in any manner that would be
expected to affect the Lenders adversely (as determined in the reasonable
judgment of the Required Lenders), any provision of its certificate or articles
of incorporation, certificate of partnership, certificate or articles of
organization, operating agreement, partnership agreement or bylaws, as
applicable, or the terms of any class or series of its Capital Stock (including
Preferred Stock). The Borrower will give no less than five (5) Business Days'
prior written notice to the Agent of any proposed amendment, modification or
waiver of or with respect to any document or agreement referenced in this
SECTION 8.10.

8.11 Limitation on Certain Restrictions. The Borrower will not,
and will not permit or cause any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any restriction or encumbrance on (i) the ability of the Borrower and its
Subsidiaries to perform and comply with their respective obligations under the
Credit Documents or (ii) the ability of any Subsidiary of the Borrower to make
any dividend payments or other distributions in respect of its Capital Stock,
to repay Indebtedness owed to the Borrower or any other Subsidiary, to make
loans or advances to the Borrower or any other Subsidiary, or to transfer any
of its assets or properties to the Borrower or any other Subsidiary, in each
case other than such restrictions or encumbrances existing under or by reason
of (i) the Credit Documents, (ii) applicable Requirements of Law, (iii)
customary non-assignment provisions in any lease governing a leasehold interest
or in any permitted purchase money security interest document and (iv)
customary non-assignment provisions in any license governing Intellectual
Property provided by a third party.

8.12 No Other Negative Pledges. The Borrower will not, and will
not permit or cause any of its Subsidiaries to, directly or indirectly, enter
into or suffer to exist any agreement or restriction that prohibits or
conditions the creation, incurrence or assumption of any Lien upon or with
respect to any part of its property or assets, whether now owned or hereafter
acquired, or agree to do any of the foregoing, other than as set forth in this
Agreement and the Security Documents, other than such restrictions or
encumbrances existing under or by reason of

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(i) customary non-assignment provisions in any lease governing a leasehold
interest or in permitted purchase money security interest documents and (ii)
customary non-assignment provisions in any license governing Intellectual
Property provided by a third party.

8.13 Fiscal Year. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, change the ending date of its fiscal year to
a date other than December 31 unless (i) the Borrower gives the Agent written
notice of its intention to change such fiscal year at least sixty (60) days
prior thereto, and (ii) this Agreement shall have been amended to make any
changes in the financial covenants and other terms and conditions of this
Agreement to the extent necessary in the Required Lenders' reasonable
determination to reflect the new fiscal year end.

8.14 Accounting Changes. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, make or permit any material change
in its accounting policies or reporting practices, except as may be required by
Generally Accepted Accounting Principles.

ARTICLE IX

EVENTS OF DEFAULT

9.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default":

(a) The Borrower shall fail to pay any principal of any Loan or
any Reimbursement Obligation when due;

(b) The Borrower shall fail to pay any interest on any Loan, any
fee or any other Obligation (other than as set forth in subsection (a) above)
when due, and such failure shall continue unremedied for three (3) days;

(c) The Borrower shall fail to observe, perform or comply with, in
any material respect, any condition, covenant or agreement contained in any of
SECTIONS 2.14, 6.2(e)(i), 6.3(i), 6.8, ARTICLE VII or ARTICLE VIII;

(d) The Borrower or any of its Subsidiaries shall fail to observe,
perform or comply with any condition, covenant or agreement contained in this
Agreement or any of the other Credit Documents other than those enumerated in
subsections (a) and (b) above, and such failure shall continue unremedied for
any grace period specifically applicable thereto or, if no such grace period is
applicable, for a period of thirty (30) days after the earlier of (i) the date
on which the Borrower acquires knowledge thereof and (ii) the date on which
written notice thereof is delivered by the Agent or any Lender to the Borrower;

(e) (i) Any representation or warranty made or deemed made by, or
on behalf of the Borrower or any of its Subsidiaries in this Agreement or any
of the other Credit Documents shall prove to have been false or misleading in
any material respect as of the time made or deemed made; (ii) or any
representation or warranty made or deemed made by or on behalf of ALLTEL

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Healthcare Information Services, Inc. in the Merger Agreement or in any
certificate, instrument, report or other document furnished in connection
therewith or in connection with the transactions contemplated thereby shall
prove to have been false or misleading in any material respect as of the time
made, deemed made or furnished, and in the case of this clause (ii) such
misrepresentation would reasonably be expected to have a Material Adverse
Effect;

(f) The Borrower or any of its Subsidiaries shall (i) fail to pay
when due (whether by scheduled maturity, acceleration or otherwise and after
giving effect to any applicable grace period) any principal of or interest on
any Indebtedness (other than the Indebtedness incurred pursuant to this
Agreement) having an aggregate principal amount of at least $250,000; or (ii)
fail to observe, perform or comply with any condition, covenant or agreement
contained in any agreement or instrument evidencing or relating to any such
Indebtedness, or any other event shall occur or condition exist in respect
thereof, and the effect of such failure, event or condition is to cause, or
permit the holder or holders of such Indebtedness (or a trustee or agent on its
or their behalf) to cause (with the giving of notice, lapse of time, or both),
such Indebtedness to become due, or to be prepaid, redeemed (other than
pursuant to a regular schedule therefor), purchased or defeased, prior to its
stated maturity;

(g) The Borrower or any of its Subsidiaries shall (i) file a
voluntary petition or commence a voluntary case seeking liquidation,
winding-up, reorganization, dissolution, arrangement, readjustment of debts or
any other relief under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to controvert in a timely and appropriate
manner, any petition or case of the type described in subsection (g) below,
(iii) apply for or consent to the appointment of or taking possession by a
custodian, trustee, receiver or similar official for or of itself or all or a
substantial part of its properties or assets, (iv) fail generally, or admit in
writing its inability, to pay its debts generally as they become due, (v) make
a general assignment for the benefit of creditors or (vi) take any corporate
action to authorize or approve any of the foregoing;

(h) Any involuntary petition or case shall be filed or commenced
against the Borrower or any of its Subsidiaries seeking liquidation,
winding-up, reorganization, dissolution, arrangement, readjustment of debts,
the appointment of a custodian, trustee, receiver or similar official for it or
all or a substantial part of its properties or any other relief under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, and such petition or case shall continue
undismissed and unstayed for a period of sixty (60) days; or an order, judgment
or decree approving or ordering any of the foregoing shall be entered in any
such proceeding;

(i) Any one or more money judgments, writs or warrants of
attachment, executions or similar processes involving an aggregate amount
(exclusive of amounts fully bonded or covered by insurance as to which the
surety or insurer, as the case may be, has acknowledged its liability in
writing) in excess of $100,000 shall be entered or filed against the Borrower
or any of its Subsidiaries or any of their respective properties and the same
shall not be dismissed, stayed or discharged for a period of thirty (30) days
or in any event later than five days prior to the date of any proposed sale
thereunder;

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(j) Any ERISA Event shall occur or exist with respect to any Plan
or Multiemployer Plan, and such ERISA Event, together with all other ERISA
Events then existing, if any, could be reasonably expected to have a Material
Adverse Effect;

(k) Any agreement or contract to which the Borrower or any of its
Subsidiaries is a party shall be terminated by the other party thereto prior to
the scheduled termination thereof or shall, for any other reason (other than
pursuant to the scheduled termination thereof or termination by the Borrower or
such Subsidiary), fail to be in full force and effect and enforceable by the
Borrower or such Subsidiary in accordance with its terms, and such event or
condition, together with all other such events or conditions, if any, would be
reasonably expected to have a Material Adverse Effect;

(l) Any of the Partners/B&W Agreements shall be terminated other
than pursuant to the scheduled termination thereof (or the license granted to
the Borrower thereunder shall become nonexclusive) or shall, for any other
reason, fail to be in full force and effect and enforceable in accordance with
its terms other than pursuant to the scheduled termination thereof;

(m) Any Security Document to which the Borrower or any of its
Subsidiaries is now or hereafter a party shall for any reason cease to be in
full force and effect or cease to be effective to give the Agent a valid and
perfected security interest in and Lien upon the Collateral purported to be
covered thereby, subject to no Liens other than Permitted Liens, in each case
unless any such cessation occurs in accordance with the terms thereof or is due
to any act or failure to act on the part of the Agent or any Lender, or the
Borrower or any of its Subsidiaries shall assert any of the foregoing; or the
Subsidiary Guaranty shall for any reason (except in accordance with the terms
thereof) cease to be in full force and effect, or any Subsidiary or any Person
acting on its behalf shall deny or disaffirm such Subsidiary's obligations
under the Subsidiary Guaranty;

(n) Harvey J. Wilson shall cease (i) to be the chief executive
officer of the Borrower, (ii) to perform the normal and customary duties of a
chief executive officer, or (iii) to be involved in the day-to-day operations
of the Borrower, unless upon the occurrence of any event described in (i)-(iii)
above the Borrower shall have hired a new chief executive officer of reasonably
comparable skill and expertise, reasonably acceptable to the Required Lenders,
within ninety (90) days of such occurrence;

(o) If any of the following shall occur prior to the successful
consummation of a Qualified Public Offering: (i) any Person or group of
Persons acting in concert as a partnership or other group (other than the
Equity Purchasers or their Affiliates) shall, as a result of a tender or
exchange offer, open market purchases, privately negotiated purchases or
otherwise, have become, after the date hereof, the "beneficial owner" (within
the meaning of such term under Rule 13d-3 under the Exchange Act) of securities
of the Borrower representing 33 1/3% or more of the combined voting power of
the then outstanding securities of the Borrower ordinarily (and apart from
rights accruing under special circumstances) having the right to vote in the
election of directors; (ii) the replacement of a majority of the Board of
Directors of the Borrower from the directors who constituted the Board of
Directors on the Amendment Effective Date, and such

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replacement shall not have been approved by the Board of Directors of the
Borrower (or its replacement approved by the Board of Directors of the
Borrower) as constituted on the Amendment Effective Date; (iii) General
Atlantic Partners, LLC and its Affiliates collectively shall cease to own
Capital Stock of the Borrower representing at least 80% of the total number of
shares of common stock of the Borrower (determined on an "as converted" fully
diluted basis and after giving effect to any adjustments) held by such Persons
on the Amendment Effective Date; (iv) Partners Healthcare System, Inc. and its
Affiliates collectively shall cease to own Capital Stock of the Borrower
representing at least 80% of the total number of shares of common stock of the
Borrower (determined on an "as converted" fully diluted basis and after giving
effect to any adjustments) held by Partners Healthcare System, Inc. on the
Amendment Effective Date, except as a result of a redemption by the Borrower
(but not any other party) of its Capital Stock upon the exercise of the
"Partners Put" in accordance with clause (iv) of SECTION 8.7(a) above; (v)
Harvey J. Wilson and Wilfam Ltd. (together with their "Permitted Transferees"
under the Stockholders Agreement) collectively shall cease to own Capital Stock
of the Borrower representing at least 80% of the total number of shares of
common stock of the Borrower (determined on an "as converted" fully diluted
basis and after giving effect to any adjustments) held by such Persons on the
Amendment Effective Date; (vi) General Atlantic Partners LLC and its
Affiliates, Partners Healthcare System, Inc. and its Affiliates, Harvey J.
Wilson, Wilfam, Ltd., and any other employees of the Borrower who own its
Capital Stock on the Amendment Effective Date collectively shall cease to own
at least a majority of the combined voting power of the then outstanding
securities of the Borrower ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the election of directors,
except as a result of a redemption by the Borrower (but not any other party) of
its Capital Stock upon the exercise of the "Partners Put" in accordance with
clause (iv) of SECTION 8.7(a) or (vii) any event giving rise to the "Series B
Put" or the "Series C Put" (referenced in SECTION 8.7(a)(v) above) shall have
occurred, and the Borrower shall have received notice from any of its
stockholders that it wishes to exercise the Series B Put; or

(p) Concurrently with or at any time after the successful
consummation of a Qualified Public Offering, (i) any Person or group of Persons
acting in concert as a partnership or other group (other than (i) Harvey J.
Wilson and Wilfam, Ltd. and (ii) General Atlantic Partners, LLC and its
Affiliates) shall become the "beneficial owner" (within the meaning of such
term under Rule 13d-3 under the Exchange Act) of securities of the Borrower
representing 25% or more of the combined voting power of the then outstanding
securities of the Borrower ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the election of directors.

9.2 Remedies: Termination of Revolving Credit Commitments,
Swingline Commitment, Acceleration, etc. Upon and at any time after the
occurrence and during the continuance of any Event of Default, the Agent shall
at the direction, or may with the consent, of the Required Lenders, take any or
all of the following actions at the same or different times:

(a) Declare the Revolving Credit Commitments, the Swingline
Commitment and the Issuing Lender's obligation to issue Letters of Credit, to
be terminated, whereupon the same shall terminate (provided that, upon the
occurrence of an Event of Default pursuant to SECTION 9.1(g)

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or SECTION 9.1(h), the Revolving Credit Commitments, the Swingline Commitment
and the Issuing Lender's obligation to issue Letters of Credit shall
automatically be terminated);

(b) Declare all or any part of the outstanding principal amount of
the Loans to be immediately due and payable, whereupon the principal amount so
declared to be immediately due and payable, together with all interest accrued
thereon and all other amounts payable under this Agreement, the Notes and the
other Credit Documents, shall become immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice or
legal process of any kind, all of which are hereby knowingly and expressly
waived by the Borrower (provided that, upon the occurrence of an Event of
Default pursuant to SECTION 9.1(g) or SECTION 9.1(h), all of the outstanding
principal amount of the Loans and all other amounts described in this
subsection (b) shall automatically become immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice or
legal process of any kind, all of which are hereby knowingly and expressly
waived by the Borrower);

(c) Direct the Borrower to deposit (and the Borrower hereby
agrees, forthwith upon receipt of notice of such direction from the Agent, to
deposit) with the Agent from time to time such additional amount of cash as is
equal to the aggregate Stated Amount of all Letters of Credit then outstanding
(whether or not any beneficiary under any Letter of Credit shall have drawn or
be entitled at such time to draw thereunder), such amount to be held by the
Agent in the Cash Collateral Account as security for the Letter of Credit
Exposure as described in SECTION 3.8; and

(d) Exercise all rights and remedies available to it under this
Agreement, the other Credit Documents and applicable law.

9.3 Remedies: Set-Off. In addition to all other rights and
remedies available under the Credit Documents or applicable law or otherwise,
upon and at any time after the occurrence and during the continuance of any
Event of Default, each Lender may, and each is hereby authorized by the
Borrower, at any such time and from time to time, to the fullest extent
permitted by applicable law, without presentment, demand, protest or other
notice of any kind, all of which are hereby knowingly and expressly waived by
the Borrower (to the fullest extent permitted by applicable law), to set off
and to apply any and all deposits (general or special, time or demand,
provisional or final) at any time held (including at any branches or agencies,
wherever located), and any other indebtedness at any time owing, by such Lender
to or for the credit or the account of the Borrower against any or all of the
Obligations to such Lender now or hereafter existing, whether or not such
Obligations may be contingent or unmatured, the Borrower hereby granting to
each Lender a continuing security interest in and Lien upon all such deposits
and other property as security for such Obligations. Each Lender agrees to
notify the Borrower promptly after any such set-off and application; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

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ARTICLE X

THE AGENT

10.1 Appointment. Each Lender hereby irrevocably appoints and
authorizes First Union to act as Agent hereunder and under the other Credit
Documents and to take such actions as agent on its behalf hereunder and under
the other Credit Documents, and to exercise such powers and to perform such
duties, as are specifically delegated to the Agent by the terms hereof or
thereof, together with such other powers and duties as are reasonably
incidental thereto.

10.2 Nature of Duties. The Agent shall have no duties or
responsibilities other than those expressly set forth in this Agreement and the
other Credit Documents. The Agent shall not have, by reason of this Agreement
or any other Credit Document, a fiduciary relationship in respect of any
Lender; and nothing in this Agreement or any other Credit Document, express or
implied, is intended to or shall be so construed as to impose upon the Agent
any obligations or liabilities in respect of this Agreement or any other Credit
Document except as expressly set forth herein or therein. The Agent may
execute any of its duties under this Agreement or any other Credit Document by
or through agents or attorneys-in-fact and shall not be responsible to any
Lender for the negligence or misconduct of any agents or attorneys-in-fact that
it selects with reasonable care. The Agent shall be entitled to consult with
legal counsel, independent public accountants and other experts selected by it
with respect to all matters pertaining to this Agreement and the other Credit
Documents and its duties hereunder and thereunder and shall not be liable to
any Lender for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts. The
Lenders hereby acknowledge that the Agent shall not be under any duty to take
any discretionary action permitted to be taken by it pursuant to the provisions
of this Agreement or any other Credit Document unless it shall be requested in
writing to do so by the Required Lenders (or, where a higher percentage of the
Lenders is expressly required hereunder, such Lenders).

10.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action taken or omitted to be taken by it or such Person
under or in connection with the Credit Documents, except for its or such
Person's own gross negligence or willful misconduct, (ii) responsible in any
manner to any Lender for any recitals, statements, information, representations
or warranties herein or in any other Credit Document or in any document,
instrument, certificate, report or other writing delivered in connection
herewith or therewith, for the execution, effectiveness, genuineness, validity,
enforceability or sufficiency of this Agreement or any other Credit Document,
or for the financial condition of the Borrower, its Subsidiaries or any other
Person, or (iii) required to ascertain or make any inquiry concerning the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document or the existence or possible existence
of any Default or Event of Default, or to inspect the properties, books or
records of the Borrower or any of its Subsidiaries.

10.4 Reliance by Agent. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any notice, statement, consent or
other communication (including, without limitation, any thereof by telephone,
telecopy, telex, telegram or cable) believed by it in

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good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons. The Agent may deem and treat each Lender as the
owner of its interest hereunder for all purposes hereof unless and until a
written notice of the assignment, negotiation or transfer thereof shall have
been given to the Agent in accordance with the provisions of this Agreement.
The Agent shall be entitled to refrain from taking or omitting to take any
action in connection with this Agreement or any other Credit Document (i) if
such action or omission would, in the reasonable opinion of the Agent, violate
any applicable law or any provision of this Agreement or any other Credit
Document or (ii) unless and until it shall have received such advice or
concurrence of the Required Lenders (or, where a higher percentage of the
Lenders is expressly required hereunder, such Lenders) as it deems appropriate
or it shall first have been indemnified to its satisfaction by the Lenders
against any and all liability and expense (other than liability and expense
arising from its own gross negligence or willful misconduct) that may be
incurred by it by reason of taking, continuing to take or omitting to take any
such action. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Agent as a result of the Agent's acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders (or, where a higher
percentage of the Lenders is expressly required hereunder, such Lenders), and
such instructions and any action taken or failure to act pursuant thereto shall
be binding upon all of the Lenders (including all subsequent Lenders).

10.5 Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representation or warranty to it and that no act by the Agent or any such
Person hereafter taken, including any review of the affairs of the Borrower and
its Subsidiaries, shall be deemed to constitute any representation or warranty
by the Agent to any Lender. Each Lender represents to the Agent that (i) it
has, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
properties, financial and other condition and creditworthiness of the Borrower
and its Subsidiaries and made its own decision to enter into this Agreement and
extend credit to the Borrower hereunder, and (ii) it will, independently and
without reliance upon the Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
hereunder and under the other Credit Documents and to make such investigation
as it deems necessary to inform itself as to the business, prospects,
operations, properties, financial and other condition and creditworthiness of
the Borrower and its Subsidiaries. Except as expressly provided in this
Agreement and the other Credit Documents, the Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any
Lender with any credit or other information concerning the business, prospects,
operations, properties, financial or other condition or creditworthiness of the
Borrower, its Subsidiaries or any other Person that may at any time come into
the possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

10.6 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
the Agent shall have received written notice from the Borrower or a Lender
referring to this Agreement, describing such Default or

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Event of Default and stating that such notice is a "notice of default." In the
event that the Agent receives such a notice, the Agent will give notice thereof
to the Lenders as soon as reasonably practicable; provided, however, that if
any such notice has also been furnished to the Lenders, the Agent shall have no
obligation to notify the Lenders with respect thereto. The Agent shall
(subject to SECTIONS 10.4 and 11.6) take such action with respect to such
Default or Event of Default as shall reasonably be directed by the Required
Lenders; provided that, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

10.7 Indemnification. To the extent the Agent is not reimbursed by
or on behalf of the Borrower, and without limiting the obligation of the
Borrower to do so, the Lenders agree (i) to indemnify the Agent and its
officers, directors, employees, agents, attorneys-in-fact and Affiliates,
ratably in proportion to their respective percentages as used in determining
the Required Lenders as of the date of determination, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including, without limitation, attorneys' fees and
expenses) or disbursements of any kind or nature whatsoever that may at any
time (including, without limitation, at any time following the repayment in
full of the Revolving Loans and the termination of the Revolving Credit
Commitments) be imposed on, incurred by or asserted against the Agent in any
way relating to or arising out of this Agreement or any other Credit Document
or any documents contemplated by or referred to herein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent
under or in connection with any of the foregoing, and (ii) to reimburse the
Agent upon demand, ratably in proportion to their respective percentages as
used in determining the Required Lenders as of the date of determination, for
any expenses incurred by the Agent in connection with the preparation,
negotiation, execution, delivery, administration, amendment, modification,
waiver or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement or any of the other Credit Documents (including, without
limitation, reasonable attorneys' fees and expenses and compensation of agents
and employees paid for services rendered on behalf of the Lenders); provided,
however, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting from the gross negligence or
willful misconduct of the party to be indemnified.

10.8 The Agent in its Individual Capacity. With respect to its
Revolving Credit Commitment, the Swingline Commitment, the Loans made by it,
the Letters of Credit issued or participated in by it and the Note or Notes
issued to it, the Agent in its individual capacity and not as Agent shall have
the same rights and powers under the Credit Documents as any other Lender and
may exercise the same as though it were not performing the agency duties
specified herein; and the term "Lenders," "Required Lenders," "holders of
Notes" and any similar terms shall, unless the context clearly otherwise
indicates, include the Agent in its individual capacity. The Agent and its
Affiliates may accept deposits from, lend money to, make investments in, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Borrower, any of its Subsidiaries or any of their respective
Affiliates as if the Agent were not performing the agency duties specified
herein, and may accept fees and other consideration from

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any of them for services in connection with this Agreement and otherwise
without having to account for the same to the Lenders.

10.9 Successor Agent. The Agent may resign at any time by giving
ten (10) days' prior written notice to the Borrower and the Lenders. Upon any
such notice of resignation, the Required Lenders will, with the prior written
consent of the Borrower (which consent shall not be unreasonably withheld),
appoint from among the Lenders a successor to the Agent (provided that the
Borrower's consent shall not be required in the event a Default or Event of
Default shall have occurred and be continuing). If no successor to the Agent
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within such ten-day period, then the retiring Agent may, on
behalf of the Lenders and after consulting with the Lenders and the Borrower,
appoint a successor Agent from among the Lenders. Upon the acceptance of any
appointment as Agent by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder and under the other Credit Documents. After
any retiring Agent's resignation as Agent, the provisions of this Article shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent. If no successor to the Agent has accepted appointment as Agent
by the thirtieth (30th) day following a retiring Agent's notice of resignation,
the retiring Agent's resignation shall nevertheless thereupon become effective,
and the Lenders shall thereafter perform all of the duties of the Agent
hereunder and under the other Credit Documents until such time, if any, as the
Required Lenders appoint a successor Agent as provided for hereinabove.

10.10 Collateral Matters.

(a) The Agent is hereby authorized on behalf of the Lenders,
without the necessity of any notice to or further consent from the Lenders,
from time to time (but without any obligation) to take any action with respect
to the Collateral and the Security Documents that may be necessary to perfect
and maintain perfected the Liens upon the Collateral granted pursuant to the
Security Documents.

(b) The Lenders hereby irrevocably authorize the Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Agent upon any Collateral (i) upon termination of the Revolving Credit
Commitments and the Swingline Commitments, termination or expiration of all
outstanding Letters of Credit and payment in full of all of the Obligations,
(ii) constituting property sold or to be sold or disposed of as part of or in
connection with any disposition expressly permitted hereunder or under any
other Credit Document or to which the Required Lenders have consented or (iii)
otherwise pursuant to and in accordance with the provisions of any applicable
Credit Document. Upon request by the Agent at any time, the Lenders will
confirm in writing the Agent's authority to release Collateral pursuant to this
subsection (b).

10.11 Issuing Lender and Swingline Lender. The provisions of this
ARTICLE X (other than SECTION 10.9) shall apply to the Issuing Lender and the
Swingline Lender mutatis mutandis to the same extent as such provisions apply
to the Agent.

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ARTICLE XI

MISCELLANEOUS

11.1 Fees and Expenses. The Borrower agrees (i) whether or not the
transactions contemplated by this Agreement shall be consummated, to pay upon
demand all reasonable out-of-pocket costs and expenses of the Agent (including,
without limitation, the reasonable fees and expenses of counsel to the Agent
but excluding the allocated costs of internal counsel) in connection with the
preparation, negotiation, execution, delivery and syndication of this Agreement
and the other Credit Documents, and all reasonable out-of-pocket costs and
expenses of the Agent (including, without limitation, the reasonable fees and
expenses of counsel to the Agent, but excluding the allocated costs of internal
counsel) in connection with any amendment, modification or waiver hereof or
thereof or consent with respect hereto or thereto, (ii) to pay upon demand all
reasonable out-of-pocket costs and expenses of the Agent and each Lender
(including, without limitation, the reasonable fees and expenses of counsel to
the Agent or any Lender, but excluding the allocated costs of internal counsel)
in connection with (y) any refinancing or restructuring of the credit
arrangement provided under this Agreement, whether in the nature of a
"work-out," in any insolvency or bankruptcy proceeding or otherwise and whether
or not consummated, and (z) the enforcement, attempted enforcement or
preservation of any rights or remedies under this Agreement or any of the other
Credit Documents, whether in any action, suit or proceeding (including any
bankruptcy or insolvency proceeding) or otherwise, and (iii) to pay and hold
harmless the Agent and each Lender from and against all liability for any
intangibles, documentary, stamp or other similar taxes, fees and excises, if
any, including any interest and penalties, and any finder's or brokerage fees,
commissions and expenses (other than any fees, commissions or expenses of
finders or brokers engaged by the Agent or any Lender), that may be payable in
connection with the transactions contemplated by this Agreement and the other
Credit Documents.

11.2 Indemnification. The Borrower agrees, whether or not the
transactions contemplated by this Agreement shall be consummated, to indemnify
and hold harmless the Agent and each Lender and each of their respective
directors, officers, employees, agents and Affiliates, other than any such
Affiliate solely in its capacity as an equity investor in the Borrower (each,
an "Indemnified Person") from and against any and all claims, losses, damages,
obligations, liabilities, penalties, costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses but excluding the allocated
costs of internal counsel of the Agent or any Lender) of any kind or nature
whatsoever, whether direct, indirect or consequential (collectively,
"Indemnified Costs"), that may at any time be imposed on, incurred by or
asserted against any such Indemnified Person as a result of, arising from or in
any way relating to the preparation, execution, performance or enforcement of
this Agreement, any of the other Credit Documents, any of the transactions
contemplated herein or therein or any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of any Revolving
Loans or Letters of Credit, or any action, suit or proceeding (including any
inquiry or investigation) by any Person, whether threatened or initiated,
related to any of the foregoing (including, without limitation, in connection
with the actual or alleged presence or release of Hazardous Substances in or
upon any real property owned or occupied by the Borrower or any of

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its Subsidiaries, and all other Environmental Claims), and in any case whether
or not such Indemnified Person is a party to any such action, proceeding or
suit or a subject of any such inquiry or investigation; provided, however, that
no Indemnified Person shall have the right to be indemnified hereunder for any
Indemnified Costs to the extent resulting primarily from the gross negligence
or willful misconduct of such Indemnified Person. All of the foregoing
Indemnified Costs of any Indemnified Person shall be paid or reimbursed by the
Borrower, as and when incurred and upon demand.

11.3 Governing Law; Consent to Jurisdiction. THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS HAVE BEEN EXECUTED, DELIVERED AND ACCEPTED IN, AND
SHALL BE DEEMED TO HAVE BEEN MADE IN, NORTH CAROLINA AND (UNLESS OTHERWISE
EXPRESSLY PROVIDED IN ANY SECURITY DOCUMENTS) SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA (WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED
THAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO
SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICES FOR
DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT FROM TIME
TO TIME (THE "UNIFORM CUSTOMS"), AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM
CUSTOMS, THE LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF). EACH OF THE PARTIES HERETO HEREBY
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN MECKLENBURG
COUNTY, NORTH CAROLINA OR ANY FEDERAL COURT LOCATED WITHIN THE WESTERN DISTRICT
OF THE STATE OF NORTH CAROLINA FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER
ANY OF THE OTHER CREDIT DOCUMENTS, OR ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY PROCEEDING TO WHICH THE
AGENT OR ANY LENDER OR THE BORROWER IS A PARTY, INCLUDING ANY ACTIONS BASED
UPON, ARISING OUT OF, OR IN CONNECTION WITH, ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT OR ANY
LENDER OR THE BORROWER. EACH OF THE PARTIES HERETO AGREES TO BE BOUND (SUBJECT
TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED
THEREBY AND FURTHER WAIVES ANY OBJECTION THAT IT MAY HAVE BASED ON LACK OF
JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY
SUCH PROCEEDING. EACH OF THE PARTIES HERETO CONSENTS THAT ALL SERVICE OF
PROCESS BE MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO IT AT ITS ADDRESS
SET FORTH HEREINBELOW, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT THEREOF OR (3) DAYS AFTER DEPOSIT IN THE UNITED
STATES MAILS, PROPER POSTAGE PREPAID AND PROPERLY ADDRESSED. NOTHING IN THIS
SECTION SHALL AFFECT THE

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RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE
RIGHT OF ANY PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OTHER PARTY IN
THE COURTS OF ANY OTHER JURISDICTION.

11.4 Arbitration; Preservation and Limitation of Remedies.

(a) Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement or any other
Credit Document ("Disputes") between or among the Borrower, the Agent and the
Lenders, or any of them, shall be resolved by binding arbitration as provided
herein. Institution of a judicial proceeding by a party does not waive the
right of that party to demand arbitration hereunder. Disputes may include,
without limitation, tort claims, counterclaims, disputes as to whether a matter
is subject to arbitration, claims brought as class actions, claims arising from
documents executed in the future, or claims arising out of or connected with
the transactions contemplated by this Agreement and the other Credit Documents.
Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA"), as in effect from time to time, and Title
9 of the U.S. Code, as amended. All arbitration hearings shall be conducted in
the city in which the principal office of the Agent is located. A hearing
shall begin within 90 days of demand for arbitration and all hearings shall be
concluded within 120 days of demand for arbitration. These time limitations
may not be extended unless a party shows cause for extension and then for no
more than a total of 60 days. The expedited procedures set forth in Rule 51 et
seq. of the Arbitration Rules shall be applicable to claims of less than
$1,000,000. All applicable statutes of limitation shall apply to any Dispute.
A judgment upon the award may be entered in any court having jurisdiction. The
panel from which all arbitrators are selected shall be comprised of licensed
attorneys selected from the Commercial Financial Dispute Arbitration Panel of
AAA. The single arbitrator selected for expedited procedure shall be a retired
judge from the highest court of general jurisdiction, state or federal, of the
state where the hearing will be conducted. Notwithstanding the foregoing, this
arbitration provision does not apply to Disputes under or related to Hedge
Agreements.

(b) Notwithstanding the preceding binding arbitration provisions,
the parties hereto agree to preserve, without diminution, certain remedies that
any party hereto may employ or exercise freely, either alone, in conjunction
with or during a Dispute. The Agent, on behalf of the Lenders, shall have the
right to proceed in any court of proper jurisdiction or by self-help to
exercise or prosecute the following remedies, as applicable: (i) all rights to
foreclose against any Collateral by exercising a power of sale granted pursuant
to any of the Credit Documents or under applicable law or by judicial
foreclosure and sale, including a proceeding to confirm the sale; (ii) all
rights of self-help, including peaceful occupation of real property and
collection of rents, set-off, and peaceful possession of personal property;
(iii) obtaining provisional or ancillary remedies, including injunctive relief,
sequestration, garnishment, attachment, appointment of a receiver and filing an
involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by
confession of judgment. Preservation of these remedies does not limit the
power of an arbitrator to grant similar remedies that may be requested by a
party in a Dispute. The parties hereto agree that no party shall have a remedy
of punitive or exemplary

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damages against any other party in any Dispute, and each party hereby waives
any right or claim to punitive or exemplary damages that it has now or that may
arise in the future in connection with any Dispute, whether such Dispute is
resolved by arbitration or judicially.

11.5 Notices. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telex, facsimile
transmission or cable communication) and mailed, telegraphed, telexed,
telecopied, cabled or delivered to the party to be notified at the following
addresses:

(a) if to the Borrower, to Eclipsys Corporation, 777 East Atlantic
Avenue, Suite 200, Delray Beach, Florida 33483, Attention: Chief
Financial Officer, Telecopy No. (561) 243-9390 with a copy to Hale and Dorr
LLP, 1455 Pennsylvania Avenue, N.W., Washington, D.C. 20004; Attention: Brent
B. Siler, Esq.; Telecopy No. (202) 942-8484;

(b) if to the Agent, to First Union National Bank, One First Union
Center, TW-10, 301 South College Street, Charlotte, North Carolina 28288-0608,
Attention: Syndication Agency Services, Telecopy No. (704) 383-0288; and

(c) if to any Lender, to it at the address for notices set forth
on its signature page hereto (or if to any Lender not a party hereto as of the
date hereof, at the address for notices set forth in its Assignment and
Acceptance);

or in each case, to such other address as any party may designate for
itself by like notice to all other parties hereto. All such notices and
communications shall be deemed to have been given (i) if mailed as provided
above by any method other than overnight delivery service, on the third
Business Day after deposit in the mails, (ii) if mailed by overnight delivery
service, telegraphed, telexed, telecopied or cabled, when delivered for
overnight delivery, delivered to the telegraph company, confirmed by telex
answerback, transmitted by telecopier or delivered to the cable company,
respectively, or (iii) if delivered by hand, upon delivery; provided that
notices and communications to the Agent shall not be effective until received
by the Agent.

11.6 Amendments, Waivers, etc. No amendment, modification, waiver
or discharge or termination of, or consent to any departure by the Borrower
from, any provision of this Agreement or any other Credit Document, shall be
effective unless in a writing signed by the Required Lenders (or by the Agent
at the direction or with the consent of the Required Lenders and the Borrower),
and then the same shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
modification, waiver, discharge, termination or consent shall:

(a) unless agreed to by each Lender directly affected thereby, (i)
reduce or forgive the principal amount of any Loan, reduce the rate of or
forgive any interest thereon, or reduce or forgive any fees or other
Obligations (other than fees payable to the Agent for its own account), or (ii)
extend the Revolving Credit Maturity Date, the Swingline Maturity Date or any
other date fixed for the payment of any principal of or interest on any
Revolving Loan or Swingline Loan (other than additional interest payable under
Section 2.8(b) at the election of the Required

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Lenders, as provided therein), any fees (other than fees payable to the Agent
for its own account) or any other Obligations;

(b) unless agreed to by all of the Lenders, (i) increase or extend
any Revolving Credit Commitment or Swingline Commitment of any Lender (it being
understood that a waiver of any Event of Default, if agreed to by the requisite
Lenders hereunder, shall not constitute such an increase or extension), (ii)
change the percentage of the Total Revolving Credit Commitments, the Swingline
Commitment or of the aggregate unpaid principal amount of the Loans, or the
number or percentage of Lenders, that shall be required for the Lenders or any
of them to take or approve, or direct the Agent to take or approve, any action
hereunder (including as set forth in the definition of "Required Lenders"),
(iii) except as may be otherwise specifically provided in this Agreement or in
any other Credit Document, release all or substantially all of the Collateral,
or release any material Subsidiary from the Subsidiary Guaranty, or (iv) change
any provision of SECTION 2.15 or this SECTION 11.6;

(c) unless agreed to by (i) all of the Lenders, extend the expiry
date of any Letter of Credit beyond the seventh day prior to the Revolving
Credit Maturity Date or reduce or forgive any Reimbursement Obligation, or (ii)
Lenders having more than sixty-six and two-thirds percent (66-2/3%) of the
Revolving Credit Commitments (or, if the Revolving Credit Commitments have been
terminated, Lenders holding more than sixty-six and two-thirds percent
(66-2/3%) of the aggregate outstanding principal amount of the Revolving Loans
and Letter of Credit Exposure), change any other provision of ARTICLE III; and

(d) unless agreed to by the Issuing Lender, the Swingline Lender
or the Agent in addition to the Lenders required as provided hereinabove to
take such action, affect the respective rights or obligations of the Issuing
Lender, the Swingline Lender or the Agent, as applicable, hereunder or under
any of the other Credit Documents.

11.7 Assignments, Participations.

(a) Each Lender may assign to one or more other Eligible Assignees
(each, an "Assignee") all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of any of its
Revolving Credit Commitments or Swingline Commitment, the outstanding Loans
made by it, the Note or Notes held by it and its participations in Letters of
Credit); provided, however, that (i) any such assignment (other than an
assignment to a Lender) shall not be made without the prior written consent of
the Agent and the Borrower (to be evidenced by their counterexecution of the
relevant Assignment and Acceptance), which consents shall not be unreasonably
withheld, provided that the Borrower's consent shall not be required in the
event a Default or Event of Default shall have occurred and be continuing, and
provided further that in the case of an assignment of a Revolving Credit
Commitment, the Issuing Lender must also give its prior written consent thereto
(which consent shall not be unreasonably withheld), (ii) each such assignment
by a Lender of any of its interests relating to Loans shall be made in such
manner so that the same portion of its Revolving Credit Commitment, Swingline
Commitment, Loans, Note or Notes and other interests thereunder is assigned to
the relevant Assignee, (iii) except in the case of an assignment to a Lender or
an Affiliate of a Lender, no such assignment shall be in an aggregate principal
amount (determined

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as of the date of the Assignment and Acceptance with respect to such
assignment) less than $5,000,000, determined by combining the amount of the
assigning Lender's, outstanding Revolving Loans, L/C Exposure and Unutilized
Revolving Credit Commitment being assigned pursuant to such assignment (or, if
less, the full amount of the assigning Lender's Revolving Credit Commitment of
the assigning Lender), and (iv) the parties to each such assignment will
execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note or Notes subject
to such assignment, and will pay a nonrefundable processing fee of $3,000 to
the Agent for its own account. Upon such execution, delivery, acceptance and
recording of the Assignment and Acceptance, from and after the effective date
specified therein, which effective date shall be at least five Business Days
after the execution thereof (unless the Agent shall otherwise agree), (A) the
Assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of the assigning Lender
hereunder with respect thereto and (B) the assigning Lender shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights (other than rights
under the provisions of this Agreement and the other Credit Documents relating
to indemnification or payment of fees, costs and expenses, to the extent such
rights relate to the time prior to the effective date of such Assignment and
Acceptance) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of such assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto). The terms and provisions of each
Assignment and Acceptance shall, upon the effectiveness thereof, be
incorporated into and made a part of this Agreement, and the covenants,
agreements and obligations of each Lender set forth therein shall be deemed
made to and for the benefit of the Agent and the other parties hereto as if set
forth at length herein.

(b) The Agent will maintain at its address for notices referred to
herein a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders
and the Revolving Credit Commitment or Swingline Commitment of, and principal
amount of the Loans owing to, each Lender from time to time (the "Register").
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by the Borrower and each Lender at any reasonable time and from time to time
upon reasonable prior notice.

(c) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee and counterexecuted by the
Borrower and the Issuing Lender (if required), together with the Note or Notes
subject to such assignment and the processing fee referred to in subsection (a)
above, the Agent will (i) accept such Assignment and Acceptance, (ii) on the
effective date thereof, record the information contained therein in the
Register and (iii) give notice thereof to the Borrower and the Lenders. Within
five (5) Business Days after its receipt of such notice, the Borrower, at its
own expense, will execute and deliver to the Agent, in exchange for the
surrendered Note or Notes, a new Note or Notes to the order of the Assignee
(and, if the assigning Lender has retained any portion of its rights and
obligations hereunder, to the order of the assigning Lender), prepared in
accordance with the applicable provisions of

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SECTION 2.4 as necessary to reflect, after giving effect to the assignment, the
Revolving Credit Commitment or Swingline Commitment of the Assignee and (to the
extent of any retained interests) the assigning Lender, dated the date of the
replaced Note or Notes and otherwise in substantially the form of EXHIBITS B-1
and B-2, as applicable. The Agent will return cancelled Notes to the Borrower.

(d) Each Lender may, without the consent of the Borrower, the
Agent or any other Lender, sell to one or more other Persons (each, a
"Participant") participations in any portion comprising less than all of its
rights and obligations under this Agreement (including, without limitation, a
portion of its Revolving Credit Commitment, Swingline Commitment, the
outstanding Loans made by it, the Note or Notes held by it and its
participations in Letters of Credit); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged and such Lender shall
remain solely responsible for the performance of such obligations, (ii) no
Lender shall sell any participation that, when taken together with all other
participations, if any, sold by such Lender, covers all of such Lender's rights
and obligations under this Agreement, (iii) any such participation shall be in
an amount of not less than $3,000,000, (iv) the Borrower, the Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement, and
no Lender shall permit any Participant to have any voting rights or any right
to control the vote of such Lender with respect to any amendment, modification,
waiver, consent or other action hereunder or under any other Credit Document
(except as to actions that would (x) reduce or forgive the principal amount of
any Loan, reduce the rate of or forgive any interest thereon, or reduce or
forgive any fees or other Obligations, (y) extend the Revolving Credit
Maturity Date, the Swingline Maturity Date or any other date fixed for the
payment of any principal of or interest on any Loan, any fees or any other
Obligations, or (z) increase or extend any Revolving Credit Commitment or
Swingline Commitment of any Lender), and (v) no Participant shall have any
rights under this Agreement or any of the other Credit Documents, each
Participant's rights against the granting Lender in respect of any
participation to be those set forth in the participation agreement, and all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not granted such participation. Notwithstanding the foregoing, each
Participant shall have the rights of a Lender for purposes of SECTIONS 2.16(a),
2.16(b), 2.17, 2.18 and 9.3, and shall be entitled to the benefits thereto, to
the extent that the Lender granting such participation would be entitled to
such benefits if the participation had not been made, provided that no
Participant shall be entitled to receive any greater amount pursuant to any of
such Sections than the Lender granting such participation would have been
entitled to receive in respect of the amount of the participation made by such
Lender to such Participant had such participation not been made.

(e) Nothing in this Agreement shall be construed to prohibit any
Lender from pledging or assigning all or any portion of its rights and interest
hereunder or under any Note to any Federal Reserve Bank as security for
borrowings therefrom; provided, however, that no such pledge or assignment
shall release a Lender from any of its obligations hereunder.

(f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section,
disclose to the Assignee or Participant or proposed Assignee or Participant any
information relating to the Borrower and its Subsidiaries

97
<PAGE> 104

furnished to it by or on behalf of any other party hereto, provided that such
Assignee or Participant or proposed Assignee or Participant agrees in writing
to keep such information confidential to the same extent required of the
Lenders under SECTION 11.13.

11.8 No Waiver. The rights and remedies of the Agent and the
Lenders expressly set forth in this Agreement and the other Credit Documents
are cumulative and in addition to, and not exclusive of, all other rights and
remedies available at law, in equity or otherwise. No failure or delay on the
part of the Agent or any Lender in exercising any right, power or privilege
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege or be construed
to be a waiver of any Default or Event of Default. No course of dealing
between any of the Borrower and the Agent or the Lenders or their agents or
employees shall be effective to amend, modify or discharge any provision of
this Agreement or any other Credit Document or to constitute a waiver of any
Default or Event of Default. No notice to or demand upon the Borrower in any
case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the right of the Agent
or any Lender to exercise any right or remedy or take any other or further
action in any circumstances without notice or demand.

11.9 Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, and all references herein to any party shall be
deemed to include its successors and assigns; provided, however, that (i) the
Borrower shall not sell, assign or transfer any of its rights, interests,
duties or obligations under this Agreement or any other Credit Document without
the prior written consent of all of the Lenders and (ii) any Assignees shall
have such rights and obligations with respect to this Agreement and the other
Credit Documents as are provided for under and pursuant to the provisions of
SECTION 11.7.

11.10 Survival. All representations, warranties and agreements made
by or on behalf of the Borrower or any of its Subsidiaries in this Agreement
and in the other Credit Documents shall survive the execution and delivery
hereof or thereof, the making and repayment of the Loans and the issuance and
repayment of the Letters of Credit. In addition, notwithstanding anything
herein or under applicable law to the contrary, the provisions of this
Agreement and the other Credit Documents relating to indemnification or payment
of fees, costs and expenses, including, without limitation, the provisions of
SECTIONS 2.16(a), 2.16(b), 2.17, 2.18, 10.7, 11.1 and 11.2, shall survive the
payment in full of all Loans and Letters of Credit, the termination of the
Revolving Credit Commitments, the Swingline Commitment and all Letters of
Credit, and any termination of this Agreement or any of the other Credit
Documents.

11.11 Severability. To the extent any provision of this Agreement
is prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.

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<PAGE> 105

11.12 Construction. The headings of the various articles, sections
and subsections of this Agreement have been inserted for convenience only and
shall not in any way affect the meaning or construction of any of the
provisions hereof. Except as otherwise expressly provided herein and in the
other Credit Documents, in the event of any inconsistency or conflict between
any provision of this Agreement and any provision of any of the other Credit
Documents, the provision of this Agreement shall control.

11.13 Confidentiality. Each Lender agrees to keep confidential,
pursuant to its customary procedures for handling confidential information of a
similar nature and in accordance with safe and sound banking practices, all
nonpublic information provided to it by or on behalf of the Borrower or any of
its Subsidiaries in connection with this Agreement or any other Credit
Document; provided, however, that any Lender may disclose such information (i)
to its directors, employees and agents and to its auditors, counsel and other
professional advisors, (ii) at the demand or request of any bank regulatory
authority, court or other Governmental Authority having or asserting
jurisdiction over such Lender, as may be required pursuant to subpoena or other
legal process, or otherwise in order to comply with any applicable Requirement
of Law, (iii) in connection with any proceeding to enforce its rights hereunder
or under any other Credit Document or any other litigation or proceeding
related hereto or to which it is a party, (iv) to the Agent or any other
Lender, (v) to the extent the same has become publicly available other than as
a result of a breach of this Agreement and (vi) to facilitate assignments and
participations contemplated by SECTION 11.7(f).

11.14 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. This Agreement shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto and receipt by the Agent and the Borrower of written or
telephonic notification of such execution and authorization of delivery
thereof.

11.15 Entire Agreement. THIS AGREEMENT AND THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH (A) EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF, EXCLUDING THE FEE LETTER, AND (C) MAY NOT BE
AMENDED, SUPPLEMENTED, CONTRADICTED OR OTHERWISE MODIFIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.

ECLIPSYS CORPORATION

By:
-----------------------------------
Name: Robert J. Vanaria
Title: Chief Financial Officer

<PAGE> 107

<TABLE>
<S> <C>
FIRST UNION NATIONAL BANK, as Agent,
Swingline Lender, Issuing Bank and Lender

By:
---------------------------------------
Joseph H. Towell, Senior Vice President

Revolving Credit Commitment:
$30,000,000 Instructions for wire transfers to the Agent:

First Union National Bank
ABA Routing No. 053000219
Charlotte, North Carolina
General Ledger No. 465906, RC No. 5007
Attention: Syndication Agency Services
Re: Eclipsys Corporation

Address for notices (as a Lender):

First Union National Bank of North Carolina
One First Union Center, 5th Floor
301 South College Street
Charlotte, North Carolina 28288-0735
Attention: James B. Sloan, Jr.
Telephone: (704) 383-6784
Telecopy: (704) 383-9144

Lending Office:

<PAGE> 108

<TABLE>
<S> <C>
BANKBOSTON, N.A., as Co-Agent and Lender

By:
---------------------------------------
Walter J. Marullo, Vice President

Revolving Credit Commitment:
$20,000,000 Instructions for wire transfers to the Agent:

First Union National Bank
ABA Routing No. 053000219
Charlotte, North Carolina
General Ledger No. 465906, RC No. 5007
Attention: Syndication Agency Services
Re: Eclipsys Corporation

Address for notices (as a Lender):

BankBoston, N.A.
100 Federal Street, Mail Code 01-08-06
Boston, Massachusetts 02110
Attention: Walter J. Marullo
Telephone: (617) 434-2308
Telecopy:(617) 434-0819
Reference: Eclipsys Corporation

Lending Office:

100 Federal Street
Mail Code 01-08-06
Boston, Massachusetts 02110
Attention: Walter J. Marullo
</TABLE>

2
<PAGE> 109

Annex I
to First Amended and Restated Credit Agreement
First Union National Bank of North Carolina, as
Agent Eclipsys Corporation
May , 1998
---------------------------------------------

ANNEX I

A. APPLICABLE MARGIN PERCENTAGES (Prior to Qualified Public Offering)

Applicable Margin Applicable Margin
Ratio of Consolidated Funded Debt Percentage for Percentage for
to Annualized EBITDA ABR Loans LIBOR Loans
---------------------------------------- ------------------- --------------------
<S> <C> <C>
Greater than or equal to 3.5 to 1.0 1.75% 3.00%

Greater than or equal to 3.0 to 1.0 1.25% 2.50%
but less than 3.5 to 1.0

Greater than or equal to 2.5 to 1.0 0.75% 2.00%
but less than 3.0 to 1.0

Greater than or equal to 2.0 to 1.0 0.25% 1.50%
but less than 2.5 to 1.0

Greater than or equal to 1.5 to 1.0 0.00% 1.25%
but less than 2.0 to 1.0

Less than 1.5 to 1.0 0.00% 1.00%
</TABLE>

B. APPLICABLE MARGIN PERCENTAGES (After Qualified Public Offering)

Greater than or equal to 2.0 to 1.0 0.25% 1.50%
but less than 2.5 to 1.0

Greater than or equal to 1.5 to 1.0 0.00% 1.25%
but less than 2.0 to 1.0

Less than 1.5 to 1.0 0.00% 1.00%
</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated April 20, 1998, except
as to the stock split described in Note 13 which is as of June 9, 1998,
relating to the financial statements of Eclipsys Corporation, which appears in
such Prospectus. We also consent to the application of such report to the
Financial Statement Schedules for the years ended December 31, 1997 and 1996
listed on page S-1 of this Registration Statement when such schedules are
read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included these schedules. We also
consent to the references to us under the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Atlanta, Georgia
June 26, 1998

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 27, 1997, relating
to the financial statements of Alltel Healthcare Information Services, Inc.,
which appears in such Prospectus. We also consent to the references to us under
the heading "Experts" in such Prospectus.

Price Waterhouse LLP

Atlanta, Georgia
June 26, 1998

<PAGE> 1
EXHIBIT 23.3

The Board of Directors
Eclipsys Corporation:

The audits of the financial statements of SDK Healthcare Information Systems
referred to in our report dated June 12, 1997 (except for Note 10 which is as of
June 26, 1997), included the related financial statement schedule as of
April 30, 1997, and for each of the years in the two-year period ended
April 30,1997, included in the registration statement. This financial
statement schedule is the responsibility of management SDK Healthcare
Information Systems. Our responsibility is to express an opinion on this
financial statement schedule based on our audits. In our opinion, such
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP

Boston, Massachusetts
June 23, 1998