STOCK PURCHASE AGREEMENT

 

                                                           EXHIBIT 10.18

                             STOCK PURCHASE AGREEMENT

    This Stock Purchase Agreement (the "Agreement") is made effective as of
this 17th day of May, 1996, by and among Claremont Technology Group, Inc. (the
"Company"), the shareholders of the Company set forth on the Schedule of Selling
Shareholders attached hereto as Exhibit A (the "Shareholders"), Paul J.
Cosgrave, and the investors listed on the Schedule of Investors attached hereto
as Exhibit B (the "Investors").

    1.   PURCHASE AND SALE OF THE SHARES.  Each Shareholder sells, conveys,
transfers and delivers to the Investors all of the Shareholder's right, title,
and interest in and to the number of Shares (collectively, the "Shares") set
forth opposite each Shareholder's name on the Schedule of Stock Purchases
attached hereto as Exhibit C for the price per share so indicated on the
Schedule of Stock Purchases, and each Investor hereby purchases and accepts the
number of Shares set forth opposite each Investor's name on the Schedule of
Stock Purchases.  In consideration of the transfer and sale of the Shares to
each Investor, such Investor shall pay to the Shareholders the amounts set forth
next to each Investor's name on the Schedule of Stock Purchases (the "Costs").

    2.   PAYMENT FOR SHARES.  Each Investor shall pay the Costs for the Shares
to the trust account established for the benefit of the Shareholders, pursuant
to the trust agreement attached hereto as Exhibit D (the "Trust Agreement") via
wire transfer upon execution of this Agreement and receipt by the Trustee under
the Trust Agreement (the "Trustee") of certificates representing at least the
number of Shares sold by such Shareholders to the Investors hereby (the
"Certificates").  The Trustee will distribute to each Investor certificates
representing the aggregate number of shares purchased by each Investor
hereunder, and will distribute to each Shareholder checks or wire transfers
representing the proceeds from the aggregate number of shares sold by each
Shareholder hereunder, as provided in the Trust Agreement.

    3.   TRANSFER OF SHARES.  Upon execution of this Agreement, each
Shareholder shall deliver to the Trustee Certificates, along with such further
instructions, consents, or instruments as the Company or its transfer agent may
require to record the transfer of Shares to each Investor in the amounts
purchased hereby, as reflected on the Schedule of Stock Purchases, on the books
of the Company and to issue new certificates to each Investor evidencing such
shares.

    4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as set forth on
the Schedule of Exceptions, attached hereto as Exhibit E, which has been
delivered to each Investor prior to Investor's execution hereof, the Company
hereby represents and warrants to each Investor as follows:

         4.1  ORGANIZATION AND STANDING; ARTICLES AND BYLAWS.  The Company is a
corporation duly organized and active under the laws of the State of Oregon.
The Company has requisite corporate power and authority to own and operate its
properties and assets, and to carry on its business as presently conducted and
as proposed to be conducted.  The Company is duly qualified to do business as a
foreign corporation in each jurisdiction in which the conduct of its business
requires such qualification, except where the failure to so qualify would not
have a material adverse

effect on the Company's business.  The Company has furnished counsel to the
Investors with true, correct and complete copies of its Articles of
Incorporation and Bylaws, as presently in effect.

         4.2  CORPORATE POWER.  The Company has or will have at the Closing (as
defined in Section 4.5 herein) all require corporate power to execute and
deliver this Agreement and to carry out and perform its obligations under the
terms of this Agreement.

         4.3  SUBSIDIARIES.  The Company has no subsidiaries and does not own
of record or beneficially any capital stock or equity interest or investment in
any corporation, association or business entity.

         4.4  CAPITALIZATION.  Immediately prior to the Closing, the Company's
authorized capital stock will consist of (a) 25,000,000 shares of Common Stock
(the "Common Stock"), of which 4,799,498 shares are issued and outstanding and
(b) 10,000,000 shares of Preferred Stock (the "Preferred Stock"), of which no
shares will be issued and outstanding.  All the aforesaid issued and authorized
shares are duly authorized, validly issued, fully paid and nonassessable and
have been issued by the Company in compliance with applicable federal and state
securities laws.  The Company has authorized and reserved 5,200,000 shares of As
Common Stock for issuance pursuant to its 1992 Stock Incentive Plan and its 1996
Stock Option Plan for Nonemployee Directors, including 3,159,010 shares subject
to currently outstanding options.

         Other than as described in this Section 4.4 there are no other
currently outstanding preemptive or conversion rights, options, warrants or
agreements granted or issued by or binding upon the Company for the purchase or
acquisition from the Company of any shares of its capital stock.  To the best of
the Company's knowledge, no shareholder has granted a third party any option or
other right to purchase any shares of Common Stock from such shareholder.

         4.5  AUTHORIZATION.  All corporate action on the part of the Company,
its directors and shareholders necessary for the authorization, execution,
delivery and performance by the Company of this Agreement has been taken or will
be taken prior to the date the purchase and sale of Common Stock contemplated by
this Agreement is consummated (the "Closing").

         4.6  LITIGATION.  There are no actions, suits, proceedings or
investigations pending, or to the Company's knowledge, claims asserted (or any
basis therefor or threat thereof), to which the Company is a party or its
property is subject, which might result in any material adverse change in the
business or financial condition of the Company or any of its properties or
assets, or in any material impairment of the right or ability of the Company to
carry on its business as now conducted, or in any material liability on the part
of the Company, and none which questions the validity of this Agreement or any
action taken or to be taken in connection herewith.

         4.7  COMPLIANCE WITH OTHER INSTRUMENTS.  The Company is not in
violation of any term of its Articles or Bylaws nor, to the best of its
knowledge, any material term of any mortgage, indenture, contract, agreement,
instrument, judgment, decree, order, statute, rule or regulation to

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which the Company is subject and a violation of which would have a material
adverse effect on the condition, financial or otherwise, or operations of the
Company.

         4.8  REGISTRATION RIGHTS.  At the Closing, except as provided for in
the Retirement and Severance Agreement by and between the Company and Steve
Darrow dated March 15, 1996, and as provided in Section 7 of this Agreement, the
Company will not be under any obligation to register (as defined in Section 7 of
this Agreement) any of its currently outstanding securities or any of its
securities which may hereafter be issued.

         4.9  DISCLOSURE.  To the best of the Company's knowledge, the
Agreement (including the exhibits hereto), when taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained herein not misleading in
light of the circumstances under which they were made.

         4.10 AFFILIATE STATUS.  Based on the Shareholder's representations
herein and the best of the Company's knowledge, the Company will not treat the
Shareholders, except for Steven L. Darrow and Jerry L. Stone, as having been
Affiliates as of the date of this Agreement, as Affiliate is defined under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (an "Affiliate") with respect to the transfer of Shares.

    5.   REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.  Each Shareholder
separately represents and warrants to each Investor and the Company as follows:

         5.1  OWNERSHIP; POWER TO TRANSFER.

              (a)  To the best of Shareholder's knowledge, the Shares sold by
the Shareholder pursuant to this Agreement have been validly issued by the
Company and are fully paid and nonassessable.

              (b)  The Shareholder has the absolute and unrestricted right,
power and authority to sell, transfer and assign the Shares to the Investors
pursuant to this Agreement.

              (c)  The delivery of the Shares to Investors as contemplated by
this Agreement will transfer to Investors good, valid and absolute title to the
Shares, free and clear of all liens and encumbrances whatsoever, except those
that may be created by the Investors themselves.  There are no agreements
relating to or restricting the voting, ownership or disposition of the Shares.

         5.2  AFFILIATE STATUS.  Each Shareholder, except Steven L. Darrow and
Jerry L. Stone, represents that he or she (i) is not an Affiliate and (ii)
received his or her Shares from Steven L. Darrow on January 16, 1995.

         5.3  GENERAL SOLICITATION.  Each Shareholder, including any persons
acting on his or her behalf, has not offered to sell the Shares by any form of
general solicitation or general advertising as those terms are defined in the
Securities Act of 1933, as amended.

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         5.4  DISCLOSURE.  Each Shareholder is not aware of any facts existing
as of the date hereof pertaining to the Company which have not been disclosed to
the Investors in writing which, either individually or in the aggregate, could
reasonably be expected to have a material adverse effect on the condition
(financial or other), results of operations, assets, liabilities, prospects or
business of the Company as a whole.

    6.   REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.  Each Investor
separately represents and warrants to each Shareholder and the Company as
follows:

         6.1  INVESTMENT INTENT.  Each Investor is acquiring the Shares
purchased by him pursuant to this Agreement for his own account for investment
purposes and without a view toward resale thereof in connection with any
distribution within the meaning of the Securities Act, and will not transfer the
Shares in violation of the Securities Act or the rules and regulations
thereunder or applicable state securities laws.  Each Investor understands and
acknowledges that (i) none of the Shares has been registered under the
Securities Act, or the laws of any state; (ii) there is not now, and there is no
guarantee that there ever will be a public market in the Company's Common Stock
or other securities; and (iii) the certificates representing Shares will bear,
among other legends required by agreement or law, a restrictive legend
prohibiting the transfer of the such shares except in compliance with applicable
Federal and state securities laws.

         6.2  SOPHISTICATION.  Each Investor is an "accredited investor" within
the meaning of Regulation D of the Securities Act of 1933, as amended.  Each
Investor is capable of evaluating the merits and risks of the investment in the
Shares, has the capacity to protect its own interests, and is financially able
to bear the risk of loss of its entire investment in the Shares.

         6.3  ACCESS TO INFORMATION; ACKNOWLEDGMENT OF RISKS.  Each Investor
has had adequate access to information concerning the Company, its financial
condition and business operation and has had the opportunity to make inquiries
into matters it deemed important in arriving at its decision to invest in the
Shares.  Each Investor acknowledges that the purchase of the Shares constitutes
a risky and highly speculative investment.

         6.4  NOT AN AFFILIATE OF THE COMPANY.  Each Investor is not now, and
has not been in the last three months, an Affiliate of the Company.  Each
Investor is acting independently and not in concert with respect to ownership of
the Shares.

         6.5  GENERAL SOLICITATION.  Each Investor, including any persons
acting on his or her behalf, has not offered to buy the Shares by any form of
general solicitation or general advertising as those terms are defined in the
Securities Act of 1933, as amended.

         6.6  AUTHORIZATION.  All action on the part of each Investor necessary
for the authorization, execution, delivery and performance by such Investor of
this Agreement has been taken or will be taken prior to the Closing.

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    7.   REGISTRATION RIGHTS.

         7.1  "REGISTER," "REGISTERED," AND "REGISTRATION" means a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act and the declaration or ordering of effectiveness of such
registration statement.

         7.2  "REGISTRATION EXPENSES" means all expenses incurred by the
Company in complying with Section 7 of this Agreement, including without
limitation all registration and filing fees, printing expenses, fees and
disbursements of counsel Or the Company, and blue sky fees and expenses.

         7.3  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and all rules and regulations promulgated thereunder, or any
act, rules or regulations which replace the Securities Act or any such rules and
regulations.

         7.4  "SELLING EXPENSES" means all underwriting discounts and selling
commissions applicable to the sale of securities of a holder and all fees and
disbursements of counsel for such holder.

         7.5  "SHARES" means, in this Section 7, Shares as defined in Section 1
hereto, and any Common Stock of the Company issued as a dividend or other
distribution with respect to, or in exchange for, or in replacement of, such
Shares.

         7.6  COMPANY REGISTRATIONS.

              7.6.1     BEST EFFORTS CO-REGISTRATION RIGHTS.  If at any time
the Company determines to register any of its common stock for sale to the
general public solely for cash on a form that would also permit sale of some or
all of the Shares, the Company will (i) promptly give each holder of Shares
written notice thereof and (ii) use its best efforts to include in such
registrations and in any related underwriting all Shares specified in a written
request by any Investor (which request shall state the intended method of
distribution of the securities), received by the Company within 15 business days
after receipt of such written notice from the Company by any Investor, except as
set forth in subsection 7.6.2 below.

              7.6.2     UNDERWRITTEN OFFERINGS.  If the registration of which
the Company gives notice under this Section in 7.6 is for a registered public
offering involving an underwriting, the Company will so advise the Investor as a
part of the written notice given to such Investor pursuant to subsection 7.6.1
above.  In such event the right of any Investor to registration pursuant to this
Section 7 will be conditioned on such Investor's participation in such
underwriting and the inclusion of such Investor's Shares in the underwriting to
the extent provided herein.  All Investors proposing to distribute Shares
through such underwriting will (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company.  Notwithstanding any other
provision of this Section 7, if the underwriter of the offering determines

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that marketing factors require a limitation on the number of Shares to be sold
for the account of Investors, the Company will be required to include in the
relevant offering and registration under this Section 7 only so many of such
shares in addition to any shares of common stock to be offered by the Company as
the underwriter believes in good faith would not adversely affect the
distribution of the securities to be offered and registered (the shares so
included to be apportioned pro rata among all participating security holders,
including participating Investors, according to their respective holdings of
shares).

         7.7  EXPENSES.

              7.7.1     INCREMENTAL EXPENSES.  All incremental Registration
Expenses incurred as a result of any Shares being included in a registration
pursuant to Section 7.6 shall be borne by the Investors on a pro rata basis
according to the number of Shares included in such registration.

              7.7.2     SELLING EXPENSES.  All Selling Expenses shall be borne
by the holder of the securities so registered.

              7.7.3     COMPLIANCE WITH LAW.  Notwithstanding any other
provision of this Section 7.7, the provisions of this Section 7.7 shall be
deemed amended to incorporate and comply with the provisions of any applicable
state securities laws, regulations, and administrative policies.

         7.8  PROCEDURES.  Whenever required under Section 7.6 of this
Agreement to use its best efforts to effect the registration of any of the
Company's securities, the Company will, as expeditiously as reasonably possible:

              7.8.1     REGISTRATION STATEMENT.  Prepare and file with the
Securities and Exchange Commission (the "Commission") a registration statement
with respect to such securities and use its earnest and diligent efforts to
cause such registration statement to become and remain effective;

              7.8.2      AMENDMENTS AND SUPPLEMENTS.  Prepare and file with the
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

              7.8.3     FURNISH PROSPECTUS.  Furnish to each Investor with
respect to whom securities are included in such registration statement a
prospectus and such other documents as the Investor reasonably may require to
facilitate the disposition of such securities;

              7.8.4     LOCAL JURISDICTIONS COMPLIANCE.  Use its earnest and
diligent efforts to register and qualify the securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as reasonably are appropriate for the distribution of the
securities covered by such registration statement; provided, however, that the
Company will not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general

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consent to service of process in any state or jurisdiction unless the Company is
already subject to service in such jurisdiction and provided further that in
connection with any proposed registration, the Company will in no event be
obligated to cause any such registration to remain effective for more than 180
days;

              7.8.5     NOTICE OF EFFECTIVENESS.  Notify each Investor with
respect to whom securities are included in such registration statement, promptly
after it shall receive notice thereof, of the time when such registration
statement has become effective or a supplement to any prospectus forming a part
of such registration statement has been filed;

              7.8.6     NOTICE OF COMMISSION REQUEST.  Notify each Investor
with respect to whom securities are included in such registration statement of
any request by the Securities and Exchange Commission for the amending or
supplementing of such registration statement or prospectus or for additional
information; and

              7.8.7     ADVICE OF STOP ORDERS.  Advise each Investor with
respect to whom securities are included in such registration statement, promptly
after it shall receive notice or obtain knowledge thereof, of the issuance of
any stop order by the Commission suspending the effectiveness of such
registration statement, or the initiation or threatening of any proceeding for
such purpose and promptly use its earnest and diligent efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued.

         7.9  INFORMATION FROM INVESTOR.  Each Investor whose Shares are
included in any registration under Section 7.6 of this Agreement will promptly
furnish in writing to the Company such information regarding such Investor and
the distribution proposed by such Investor as the Company may request in writing
and as may be required in connection with any registration, qualification, or
compliance referred to in Section 7.6 and to execute such documents in
connection with such registration as the Company may reasonably request.  Each
Investor shall furnish any information required by this section 7.9 within 15
business days of the Company's written request therefor.

         7.10 STAND-OFF AGREEMENT.  Each Investor hereby agrees that, if
requested by the Company and an underwriter of securities of the Company, such
Investor will not directly or indirectly sell, offer to sell, contract to sell,
grant any option to purchase or otherwise transfer or dispose of any securities
of the Company held by such Investor other than pursuant to the registration
statement during the period required by the Underwriters following and including
the effective date of a registration statement for the Company's initial
underwritten public offering, which period shall not, absent the subsequent
approval of the Investor concerned, exceed 180 days, provided, however, that
such Investor's agreement in this Section 7.10 will only apply with respect to
the Company's initial underwritten public offering and will only apply if all
officers and directors of the Company enter into similar agreements in writing
in a form satisfactory to the Company and such underwriter covering shams of the
common stock (or other securities) owned by them, and for the same post-
effective period.  Notwithstanding the foregoing, the stand off agreement
contemplated by this Section 7.10 will not include shares purchased in the
initial public offering or in the public market thereafter.  The

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Company may impose stop transfer instructions with respect to the securities
subject to the restriction in this Section 7.10 until the end of the stand-off
period.

         7.11    INDEMNIFICATION IN CONNECTION WITH REGISTRATION.

              7.11.1.  COMPANY'S INDEMNIFICATION OBLIGATION.  If any of the
Shares are registered, to the extent permitted by law, the Company will
indemnify and hold harmless each selling Investor, any person who controls any
selling Investor within the meaning of the Securities Act, any underwriter for a
selling Investor and any person who controls such underwriter within the meaning
of the Securities Act (collectively with the underwriter, a "Participating
Underwriter") against any losses, claims, damages, or liabilities, joint or
several, to which any Investor, controlling person, or Participating Underwriter
may be subject under the Securities Act or otherwise; and it will reimburse each
Investor, each controlling person, and each Participating Underwriter for any
legal or other expenses reasonably incurred by the Investor, controlling person,
or Participating Underwriter in connection with investigating or defending any
such loss, claim, damage, liability, or action, insofar as such losses, claims,
damages, or liabilities, joint or several (or actions in respect thereof), arise
out of or are based upon any of the following statements, omissions or
violations (collectively or separately, a "Violation"): (i) any untrue statement
or alleged untrue statement of any material fact contained, on the effective
date thereof, in any such registration statement or any preliminary prospectus
or final prospectus, or any amendment or supplement thereto, (ii) the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act") any sate securities
law, or any rule or regulation promulgated under the Securities Act, the 1934
Act or any state securities law; provided, however, that the Company will not be
liable in any case to the extent that any loss, claim, damage, or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in any registration statement, preliminary
prospectus, final prospectus, or any amendment or supplement thereto, in
reliance upon and in conformity with written information furnished by an
Investor for use in the preparation thereof and provided further, that if any
losses, claims, damages or liabilities arise out of or are based upon any untrue
statement, alleged untrue statement, omission or alleged omission contained in
any preliminary prospectus which did not appear in the final prospectus, the
Company shall not have any liability with respect thereto to (i) the selling
Investor or any person who controls such selling Investor within the meaning of
the Securities Act, if the selling Investor delivered a copy of the preliminary
prospectus to the person alleging such losses, claims, damages or liabilities
and failed to deliver a copy of the final prospectus, as amended or supplemented
if it has been amended or supplemented, to such person at or prior to the
written confirmation of the sale to such person or (ii) any Participating
Underwriter, if such Participating Underwriter delivered a copy of the
preliminary prospectus to the person alleging such losses, claims, damages or
liabilities and failed to deliver a copy of the final prospectus, as amended or
supplemented if it has been amended or supplemented to such person at or prior
to the written confirmation of the sale to such person.  The indemnity agreement
contained in this subparagraph 7.11.1  shall not apply to amounts paid to any
claimant in settlement of any suit or claim unless such payment is first
approved by the Company, such approval not to be unreasonably withheld.

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              7.11.2  INVESTOR'S INDEMNIFICATION OBLIGATION.  Each selling
Investor, to the extent permitted by law and as a condition of the Company's
registration obligation, will indemnify and hold harmless the Company, each of
the Company's directors, each of the Company's officers who have signed any
registration statement or other filing or any amendment or supplement thereto,
any person who controls the Company within the meaning of the Securities Act,
each other Selling Investor or any other person participating as a selling
shareholder in the registration (collectively, a "Selling Shareholder"), any
person who controls any such Selling Shareholder within the meaning of the
Securities Act, and any Participating Underwriter against any losses, claims,
damages, or liabilities to which the Company or any such director, officer,
Selling Shareholder, Participating Underwriter or controlling person may become
subject under the Securities Act or otherwise, and will reimburse any legal or
other expenses reasonably incurred by the Company or any such director, officer,
Selling Shareholder, Participating Underwriter, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, or action, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any Violation but
only to the extent that such Violation was made in said registration statement,
preliminary or final prospectus, or other filing, or amendment or supplement, in
reliance upon and in conformity with written information furnished by such
Investor for use in the preparation thereof; provided, however, that the
indemnity agreement contained in this subparagraph 7.11.2 shall not apply to
amounts paid to any claimant in settlement of any suit or claim unless such
payment is first approved by the Investor, such approval not to be unreasonably
withheld.

         7.11.3  NOTICE.  Promptly after receipt by an indemnified party under
subparagraphs 7.11.1 or 7.11.2 above of written notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party, deliver to the indemnifying party written
notice of the commencement thereof. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to the ability
of the indemnifying party to defend the action, shall relieve the indemnifying
party of any liability to the indemnified party pursuant to this Section 7.11
but the omission to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under
subparagraphs 7.11.1 or 7.11.2.

         7.11.4  PARTICIPATION IN DEFENSE.  If any such action is brought
against any indemnified party and it notifies in writing an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party; and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation.

         7.12 LIMITS ON REGISTRATIONS.  The rights of all Investors to cause
the Company to register their Shares under this Section 7 shall expire following
the third offering for which the Company has provided the opportunity as
specified in Section 7.7.1. The Investors hereby agree and acknowledge that they
have been notified of the Company's currently proposed registration and have

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elected not to have any shares held by such Investor in the registration,
provided that such registration must become effective and the offering
contemplated thereby must close no later than September 15, 1996.

         7.13 DEMAND REGISTRATION RIGHTS.  In addition to the Company
registration rights provided for herein; the Company covenants that it will
grant Investors two demand registration rights with respect to their Shares,
which demand registration rights are the same as the demand registration rights
to be granted to the Sprout Group, with the principal terms as described in
Section 4.8 to the Schedule of Exceptions (Exhibit E hereto) (except that the
minimum numbers of Shares required for the Investors to exercise the Investors'
demand registration rights shall be 227,500 Shares) and with such other terms
with respect to such demand registration rights as may be contained in the final
written agreement between the Company and the Sprout Group.

    8.   INFORMATION AND INSPECTION RIGHTS.  The Company hereby covenants and
agrees, so long as each Investor owns any Shares or any shares of Common Stock
issued upon conversion of the Shares, as follows:

         8.1   BASIC FINANCIAL INFORMATION.  The Company will furnish to each
Investor as soon as practicable after the end of each fiscal year of the
Company, and in any event within ninety (90) days thereafter, a consolidated
balance sheet of the Company and its subsidiaries, if any, as at the end of such
fiscal year, and consolidated statements of income and sources and applications
of funds of the Company and its subsidiaries, if any, for such year, prepared in
accordance with generally accepted accounting principles consistently applied
and setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and certified by an independent public
accountant of recognized national standing selected by the Company.

         8.2  ADDITIONAL INFORMATION.  The Company will permit any Investor to
visit, at such Investor's expense, and inspect any of the properties of the
Company, including its books of account and to discuss its affairs, finances and
accounts with the Company's officers and its independent public accountants, all
at such reasonable times and as often as any such Investor may reasonably
request.  In addition, the Company will deliver the reports described below in
this Section 8.2 to each such Investor:

              (a)  As soon as practicable after the end of each month and in
any event within thirty (30) days thereafter, a consolidated balance sheet of
the Company and its subsidiaries, if any, as at the end of such month, and
consolidated statements of income and of sources and applications of funds of
the Company and its subsidiaries, for each month and for the current fiscal year
of the Company to date, prepared in accordance with generally accepted
accounting principles consistently applied, excluding changes resulting from
year-end audit adjustments and footnotes, certified by the principal financial
or accounting officer of the Company;

              (b)  An soon as available (but in any event within sixty (60)
days after the commencement of its fiscal year) a summary of the financial plan
of the Company for the fiscal Year as contained in its operating plan approved
by the Company's Board of Directors, and any material

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changes in such financial plan shall be submitted as promptly as practicable
after such changes have been approved by the Board of Directors; and

              (c)  With reasonable promptness, such other information and data
with respect to the Company and its subsidiaries as any such person may from
time to time reasonably request.

Each Investor agrees that any information obtained by such Investor pursuant to
this Section 8 which is identified by the Company as being proprietary to the
Company or otherwise confidential will not be disclosed without the prior
written consent of the Company.  Each Investor further acknowledges and
understands that any information so obtained which may be considered "inside"
non-public information will not be utilized by such Investor in connection with
purchases and/or sales of the Company's securities except in compliance with
applicable state and federal anti-fraud statutes.  The provisions of this
Section 8.2 shall not be in limitation of any rights which such Investor may
have with respect to the books and records of the Company, or to inspect its
properties or discuss its affairs, finances and accounts, under the laws of the
jurisdictions in which it is incorporated.

         8.3  TERMINATION OF COVENANTS.  The covenants of the Company set forth
in this Section 8 shall terminate in all respects on the date of the closing of
an initial firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale of the Company's Common Stock.

    9.   CONDITIONS TO CLOSING.

         9.1 REPRESENTATIONS AND WARRANTIES.  All representations and
warranties contained in this Agreement shall be true and correct in all respects
when made and shall be true and correct in all respects on the Closing Date.

         9.2  OPINION OF COMPANY'S COUNSEL.  The Investors shall have received
from the Company's counsel an opinion addressed to the Investors, dated the
Closing Date and in substantially the form attached hereto as Exhibit F.

         9.3  CERTIFICATES.  The Company shall deliver to the Trustee stock
certificates in such denominations and registered in such Investor's name as se
forth on the Schedule of Investors.

         9.4  OPINION OF INVESTORS' COUNSEL.  The Company shall have received
from Wilson Sonsini Goodrich & Rosati, counsel to the Investors, an opinion
addressed to the Company, dated the Closing Date and in substantially the form
attached hereto as Exhibit G.

    10.  GENERAL PROVISIONS.

         10.1 This Agreement shall be governed by the internal laws of the
    State of Oregon.

                                         -11-

         10.2 This Agreement represents the entire agreement among the parties
with respect to  the purchase and sale of the Shares and may only be modified or
amended in writing signed by all parties.  The rights and obligations of the
parties under this Agreement may not be assigned except as expressly provided
for herein.

         10.3 Any party's failure to enforce any provision or provisions of
this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement, The rights granted the parties
herein are cumulative and shall not constitute a waiver of any party's right to
assert all other legal remedies available to him under the circumstances.

         10.4 The parties agree upon request to execute any further documents
or instruments necessary or desirable to carry out the purposes or intent of
this Agreement.

         10.5  This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.

         10.6 Steven L. Darrow, Jerry L. Stone and Paul J. Cosgrave hereby
agree to terminate the Voting and Co-Sale Agreement dated May 4, 1994, and that
such agreement shall have no further force and effect on or after the date
hereof.

                                         -12-

                                      EXHIBIT A
                                      ---------
                           SCHEDULE OF SELLING SHAREHOLDERS

                        NUMBER OF
                        SHARES SOLD AT A   NUMBER OF SHARES
                        PRICE OF           SOLD AT A PRICE OF    TOTAL NUMBER OF
NAME OF SHARE HOLDERS   $9.50 PER SHARE    $12.00 PER SHARE      SHARES SOLD
- ---------------------   ----------------   ------------------    ---------------

1. Steven L. Darrow           400,000              200,000            600,000

2. Dawn C. Darrow              66,667               33,333            l00,000

3. Brett H. Darrow             66,667               33,333            100,000

4. Jerry L. Stone              70,000                    -             70,000

5. Judy L. Smith               30,000               10,000             40,000

Total                         633,334              276,666            910,000

                                  EXHIBIT B
                                  ---------
                             SCHEDULE OF INVESTORS

Name of Investor                                           Total Amount Invested
- ----------------                                           ---------------------

Technology Crossover Ventures, L.P.                                $2,721,163.00

Technology Crossover Ventures, C.V.                                  $215,503.00

101 Eisenhower Parkway
Roseland, NJ 07068
Attention: Robert C. Bensky
Phone:  (201) 228-2234
Fax     (201) 228-2206

with a copy to:

Technology Crossover Ventures
575 High Street, Suite 400
Palo Alto, CA 94301
Attention: Richard H. Kimball
Phone:  (415) 614-8220
Fax:    (415) 614-8222

Henry L. Hillman, C. G. Grefenstette & Elsie Hilliard                $750,000.50
Hillman Trustees of the Henry L. Hillman Trust
U/A/T dtd. 11/18/85

C.G. Grefenstette and Thomas G. Bigley                               $249,999.50
Trustees U/A/T dated 12/30/76 for the
Children of Audrey Hillman Fisher

C.G. Grefenstette and Thomas G. Bigley                               $249,999.50
Trustees U/A/T dated 12/30/76 for the
Children of Henry Lea Hillman, Jr.

C.G. Grefenstette and Thomas G. Bigley                               $249,999.50
Trustees U/A/T dated 12/30/76 for the
Children of William Talbott Hillman

C.G. Grefenstette and Thomas G. Bigley                               $249,999.50
Trustees U/A/T dated 12/30/76 for the
Children of Juliet Lea Hillman Simonds

Howard B. Hillman, Tatnall L. Hillman and                            $375,005.00
Joseph J. Hill, Trustees U/A/T Dora B. Hillman
Dated 8/25/68 F/B/O Howard B. Hillman

Name of Investor                                        Total Amount Invested

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

Howard B. Hillman, Tatnall L. Hillman and                            $375,005.00
Joseph J. Hill, Trustees U/A/T Dora B. Hillman
Dated 8/25/68 F/B/O Tatnall L. Hillman

c/o The Hillman Company
2000 Grant Building
Pittsburgh, PA 15219
Attention: Harry J. Harrison
Phone:  (412) 338-3494
Fax:    (412) 338-3520

Accel V L.P.                                                       $2,014,996.50

Accel Internet/Strategic Technology Fund L.P.                        $270,004.50

Accel Keiretsu V L.P.                                                 $40,003.00

Ellmore C. Patterson Partners                                         $55,002.00

Accel Investors  96 L.P.                                             $119,999.50

c/o Accel Partners
One Palmer Square
Princeton, NJ 08542
Attention: G. Carter Sednaoui
Phone:  (609) 683-4500
Fax:    (609) 683-0384

with a copy to:

Accel Partners
One Embarcadero Center, Suite 3820
San Francisco, CA 94111
Attention: James W. Breyer
Phone:  (415) 989-5656
Fax:    (415) 989-5554

Gibraltar Trust                                                      $750,003.00
c/o Rho Management Company, Inc.
767 Fifth Avenue, 43rd Floor
New York, NY 10153
Attention: Habib Kairouz
Phone:  (212) 751-6677
Fax:    (212) 751-3613

                                         -2-

Name of Investor                                           Total Amount Invested
- ----------------                                           ---------------------

KME Venture III, L.P.                                                $150,000.00
c/o KME Management Services, Inc.
1440 Chapin Avenue, Suite 335
Burlingame, CA 94010
Attention: Wahab Al-Qatami
Phone:  (415) 373-4640
Fax:    (415) 373-4641

David A. Duffield Trust Dated 7/14/88                                $119,999.50
c/o PeopleSoft Inc.
4440 Rosewood Drive
Pleasanton, CA 94588
Phone:  (510) 225-3338
Fax:    (510) 227-3685

Margaret L. Taylor                                                    $79,999.00
c/o PeopleSoft Inc.
4440 Rosewood Drive
Pleasanton, CA 94588
Phone:  (510) 225-3249
Fax:    (510) 227-3685

Vincent B. Murphy, Jr.                                                $99,994.50
461 Spook Hollow Road
Far Hills, NJ 07931
Phone:  (609) 951-2219
Fax:    (609) 520-1702

The Hamilton Companies                                                $99,994.50
1560 Broadway, Suite 2200
Denver, CO 80202
Attention: Frederic C. Hamilton
Phone:  (303) 863-301 1
Fax:    (303) 832-2058

Ultima Partners Limited                                               $99,994.50
c/o Captiva Corporation                                               ----------
1700 Lincoln Street, Suite 5000
Denver, CO 80203
Attention: Frederick R. Mayer
Phone:  (303) 832-3131
Fax:    (303) 894-9088

Total                                                              $9,336,665.00
                                                                   -------------

                                         -3-

                                      EXHIBIT C
                                      ---------
                             SCHEDULE OF STOCK PURCHASES 

Basic Info X:

Name: STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: Sept. 27, 1996
Company: CLAREMONT TECHNOLOGY GROUP INC
State: Oregon

Other info:

Date:

  • 17th day of May , 1996
  • March 15 , 1996
  • January 16 , 1995
  • September 15 , 1996
  • May 4 , 1994

Organization:

  • Claremont Technology Group , Inc.
  • Schedule of Selling Shareholders
  • Schedule of Stock Purchases
  • Securities and Exchange Commission
  • Company 's Board of Directors
  • Company 's Common Stock
  • Schedule of Investors
  • Wilson Sonsini Goodrich & Rosati
  • the State of Oregon
  • 2,721,163.00 Technology Crossover Ventures
  • Eisenhower Parkway Roseland
  • C. G. Grefenstette & Elsie Hilliard $ 750,000.50 Hillman Trustees
  • Children of Audrey Hillman Fisher C.G
  • Children of William Talbott Hillman C.G
  • Hillman Company 2000 Grant Building Pittsburgh
  • Accel V L.P.
  • Accel InternetStrategic Technology Fund L.P.
  • Accel Keiretsu V L.P.
  • Ellmore C. Patterson Partners
  • Accel Investors 96 L.P.
  • Accel Partners One Palmer Square Princeton
  • Accel Partners One Embarcadero Center
  • co Rho Management Company , Inc.
  • KME Venture III
  • co KME Management Services , Inc.
  • 461 Spook Hollow Road Far Hills
  • Ultima Partners Limited
  • co Captiva Corporation

Location:

  • earnest
  • L.P.
  • Palo Alto
  • San Francisco
  • New York
  • Chapin Avenue
  • Burlingame
  • Denver

Money:

  • $ 9.50
  • $ 12.00
  • $ 215,503.00 101
  • $ 249,999.50
  • $ 2,014,996.50
  • $ 270,004.50
  • $ 40,003.00
  • $ 55,002.00
  • $ 750,003.00
  • $ 150,000.00
  • $ 119,999.50
  • $ 79,999.00
  • $ 99,994.50
  • $ 9,336,665.00

Person:

  • Steve Darrow
  • Paul J. Cosgrave
  • Steven L. Darrow
  • Brett H. Darrow
  • Jerry L. Stone
  • Judy L. Smith
  • Robert C. Bensky
  • Richard H. Kimball
  • Henry L. Hillman
  • Henry Lea Hillman
  • Thomas G. Bigley
  • Juliet Lea Hillman Simonds Howard B. Hillman
  • Joseph J. Hill
  • Dora B. Hillman
  • Tatnall L. Hillman
  • Harry J. Harrison
  • G. Carter Sednaoui
  • James W. Breyer
  • David A. Duffield
  • Margaret L. Taylor
  • Vincent B. Murphy
  • Frederic C. Hamilton
  • Frederick R. Mayer