Global Decisions Group LLC – ‘S-4’ on 8/27/97 – EX-2.1

As of:  Wednesday, 8/27/97   ·   Accession #:  950135-97-3640   ·   File #:  333-34477

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Global Decisions Group LLC                           380   1.49M 
 2: EX-2.1      Plan of Merger and Exchange Agreement                138    436K 
 3: EX-3.1      Certificate of Formation of Global Decisions Group     1     15K 
 4: EX-3.2      LLC Agreement of Global Decisions Group LLC            5     24K 
 5: EX-3.3      Amended and Restated LLC Agreement                   107    371K 
 6: EX-10.1     Secured Grid Note With Cambridge Trust Company         2     19K 
15: EX-10.10    Tax Sharing Agreement                                 17     62K 
16: EX-10.11    Indemnification Agreement                             14     55K 
17: EX-10.12    Consulting Agreement                                  10     43K 
18: EX-10.13    Indemnification Agreement                              7     33K 
19: EX-10.14    Employment Agreement With D.H.Nixon                   73    232K 
20: EX-10.15    Service Agreement                                     19     56K 
21: EX-10.16    Employment Agreement With Anthony Napolitano          19     56K 
22: EX-10.17    Service Agreement                                     19     57K 
23: EX-10.18    Optional Service Agreement                            31     73K 
24: EX-10.19    Letter Agreement With Dow Jones Telrate               18     58K 
 7: EX-10.2     Inventory and A/R Security Agreement                  10     44K 
25: EX-10.20    Optional Service Delivery Agreement                   22     51K 
26: EX-10.21    Optional Service Agreement                            49    122K 
27: EX-10.22    Direct Feed Delivery Agreement                         8     27K 
28: EX-10.23    Amendment Dated as of October 31, 1995                12     44K 
29: EX-10.24    Optional Service Delivery Agreement                   64    181K 
30: EX-10.25    Optional Service Delivery Agreement                   58    138K 
31: EX-10.26    Optional Service Delivery Agreement                   18     61K 
32: EX-10.27    Optional Service Delivery Agreement                   17     63K 
33: EX-10.28    Letter Agreement                                       3     23K 
34: EX-10.29    Agreement to Supply Information                       14     33K 
 8: EX-10.3     Lease Agreement With Ksa Realty Trust                 74    189K 
35: EX-10.30    Service Agreement                                     29     84K 
36: EX-10.31    Amendment to Services Agreement                       30     97K 
37: EX-10.32    Amendment T0 Services Agreement                        2     20K 
38: EX-10.33    Software License Agreement                            19     62K 
39: EX-10.34    Option Agreement                                       5     26K 
40: EX-10.35    Lease Dated December 7, 1993                         208    654K 
41: EX-10.36    Cera LLC Unit Grant Plan                               5     22K 
42: EX-10.37    Cera LLC Unit Option Plan                             73    223K 
43: EX-10.38    Contingent Option Agreement                           11     41K 
44: EX-10.39    Mgi Special Stock Option Plan                         62    206K 
 9: EX-10.4     Advisory Agreement With Goldman Sachs Group Lp        22     61K 
45: EX-10.40    Mgi Stock Option Plan                                 18     62K 
10: EX-10.5     Form of Employment Agreement                          21     68K 
11: EX-10.6     Letter Agreement With Philippe A. Michelon             4     26K 
12: EX-10.7     Severance Agreement With D.H.Lucking, Jr.              4     23K 
13: EX-10.8     Registration and Participation Agreement              42    154K 
14: EX-10.9     Interim Services Agreement                             7     35K 
46: EX-21.1     Subsidiaries of the Registrant                         1     12K 
47: EX-23.1     Consent of Cooper & Lybrand LLP                        1     13K 
48: EX-23.2     Consent of Coopers & Lybrand LLP                       1     14K 
49: EX-23.3     Consent of Kpmg Peat Marwick LLP                       1     14K 
50: EX-23.4     Consent of Kpmg Peat Marwick LLP                       1     14K 
51: EX-27       Financial Data Schedule                                1     15K 

EX-2.1   —   Plan of Merger and Exchange Agreement
Exhibit Table of Contents

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                                                  CONFORMED COPY

================================================================================

PLAN OF MERGER AND

EXCHANGE AGREEMENT

by and among

MCM GROUP, INC.,

 GLOBAL DECISIONS GROUP LLC,

 GDG MERGER CORPORATION,

 CERTAIN STOCKHOLDERS NAMED HEREIN

 and

 THE GOLDMAN SACHS GROUP, L.P.

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

Dated as of August 1, 1997

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

================================================================================

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TABLE OF CONTENTS 

                                                                        Page

ARTICLE I   

THE TRANSACTIONS  

1.1  Merger and Exchanges....................................................4  
      1.1.1.  Consummation of the Transactions.............................4
      1.1.2.  Closing......................................................5
1.2  The Merger..............................................................7  
      1.2.1.  Effect of the Merger.........................................7
1.2.2.  Organizational Documents, Directors and                 
        Officers of the Surviving Corporation..............................7
      1.2.3.  Further Assurances...........................................8
      1.2.4.  Conversion of Common Stock and Options.......................8
      1.2.5.  Dissenting Shares...........................................10
      1.2.6.  MGI Certificates............................................10
1.3  Exchange of CERA Common Stock..........................................12  
1.4  Exchange of GS LP Interest.............................................13  
1.5  Grant of LLC Units and Contingent LLC Units to CERA                        
      Management Members..................................................14
1.6  Calculation of CERA CAGR...............................................16  
1.7  No Fractional LLC Units................................................18  
1.8  Adjustments to Per Share MGI Allocated LLC Units,                          
      etc.................................................................18
1.9     Treatment of the Transactions for Income Tax                            
      Purposes............................................................19

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1  Representations and Warranties of the Stockholders                         
      and GS LP...........................................................20
2.1.1.  Existence and Good Standing; No Violations;             
        Consents and Approvals............................................21
      2.1.2.  Capitalization; Ownership...................................22
      2.1.3.  Financial Statements........................................24
      2.1.4.  Absence of Undisclosed Liabilities..........................24
      2.1.5.  Absence of Changes..........................................25
      2.1.6.  Taxes.......................................................26
      2.1.7.  Properties and Assets.......................................29
      2.1.8.  Contracts...................................................31
      2.1.9.  Intellectual Property.......................................32
      2.1.10.  Insurance..................................................34

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      2.1.11.  Litigation.................................................35
      2.1.12.  Compliance with Laws and Other Instruments.................36
      2.1.13.  Affiliate Relationships....................................36
2.1.14.  Information in Registration Statement and              
        Offer Documents...................................................36
      2.1.15.  Employees, Labor Matters, etc..............................37
      2.1.16.  ERISA......................................................37
      2.1.17.  Brokers....................................................40
      2.1.18.  Clients....................................................40
2.2  Representations and Warranties of the Stockholders.....................40  
      2.2.1.  Authorization...............................................40
      2.2.2.  No Violations; Consents and Approvals.......................41
      2.2.3.  Ownership...................................................41
2.3  Additional Representations and Warranties of GS LP.....................42  
2.3.1.  Existence and Good Standing; Power and                  
        Authority.........................................................42
      2.3.2.  No Violations; Consents and Approvals.......................43
      2.3.3.  Ownership...................................................43
2.4  Representations and Warranties of MGI..................................44  
      2.4.1.  Authorization...............................................44
      2.4.2.  No Violations; Consents and Approvals.......................45
      2.4.3.  Ownership...................................................45
      2.4.4.  Existence and Good Standing.................................46
      2.4.5.  Capitalization; Ownership...................................47
      2.4.6.  Financial Statements........................................48
      2.4.7.  Absence of Undisclosed Liabilities..........................49
      2.4.8.  Absence of Changes..........................................49
      2.4.9.  Taxes.......................................................51
      2.4.10.  Properties and Assets......................................53
      2.4.11.  Contracts..................................................55
      2.4.12.  Intellectual Property......................................56
      2.4.13.  Insurance..................................................58
      2.4.14.  Litigation.................................................59
      2.4.15.  Compliance with Laws and Other Instruments.................59
      2.4.16.  Affiliate Relationships....................................59
2.4.17.  Information in Registration Statement and              
        Offer Documents...................................................60
      2.4.18.  Employees, Labor Matters, etc..............................60
      2.4.19.  ERISA......................................................61
      2.4.20.  Brokers....................................................63
      2.4.21.  Vendor Distribution Firms and Customers....................63
2.5  Representations and Warranties of MGI, the Parent and                      
      Merger Sub..........................................................63
2.5.1.  Limited Liability Company Status and                    
        Authority of the Parent...........................................64
      2.5.2.  Ownership and Status of Parent..............................64
2.5.3.  Corporate Status, Ownership and Authority of            
        Merger Sub........................................................65
      2.5.4.  No Violations; Consents and Approvals.......................66

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2.5.5.  Information in Registration Statement and               
        Offer Documents...................................................66
      2.5.6.  Brokers.....................................................67

 ARTICLE III

 COVENANTS

3.1  Covenants of the Stockholders..........................................67  
      3.1.1.  Conduct of Business.........................................67
      3.1.2.  CERA Cash Distribution......................................71
      3.1.3.  Access and Information......................................72
      3.1.4.  Financial Information.......................................72
      3.1.5.  No Solicitation.............................................72
      3.1.6.  FIRPTA Affidavits...........................................73
3.2  Covenants of MGI.......................................................73  
      3.2.1.  Conduct of Business.........................................73
      3.2.2.  CERA Distribution Loan......................................76
      3.2.3.  Financing...................................................76
      3.2.4.  Access and Information......................................76
      3.2.5.  Financial Information.......................................77
      3.2.6.  FIRPTA Certification........................................77
      3.2.7.  No Solicitation.............................................77
3.3  Covenants of GS LP.....................................................78  
      3.3.1.  No Solicitation.............................................78
      3.3.2.  FIRPTA Affidavit............................................78
      3.3.3.  Consent and Waiver..........................................78
3.4  Additional Agreements..................................................79  
      3.4.1.  Confidentiality.............................................79
      3.4.2.  Registration Statement......................................81
      3.4.3.  Public Announcements........................................82
      3.4.4.  Further Actions.............................................83
      3.4.5.  Tax Affairs.................................................84

ARTICLE IV

CONDITIONS PRECEDENT

4.1  Conditions to Obligations of Each Party................................85  
      4.1.1.  HSR Act Notification........................................85
      4.1.2.  Other Governmental Approvals................................85
      4.1.3.  No Injunction, etc..........................................85
      4.1.4.  Registration Statement......................................86
      4.1.5.  Certain Distributions.......................................86
      4.1.6.  LLC Agreement...............................................86
4.2  Conditions to Obligations of MGI, the Parent and                           
      Merger Sub..........................................................86
      4.2.1.  Representations, Performance, etc...........................87
      4.2.2.  Material Adverse Effect.....................................88

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      4.2.3.  Employment Agreements.......................................88
      4.2.4.  Consulting and Indemnification Agreements...................88
      4.2.5.  Opinions of Counsel.........................................88
      4.2.6.  FIRPTA Affidavit............................................88
      4.2.7.  Consents and Approvals......................................88
      4.2.8.  Financing...................................................89
      4.2.9.  CERA Board of Directors.....................................89
      4.2.10.  CERA and GS LP Holder Information Forms....................89
      4.2.11.  Copyrights.................................................89
      4.2.12.  CERA Organizational Documents..............................89
      4.2.13.  Termination of Line of Credit..............................90
      4.2.14.  Proceedings................................................90
4.3  Conditions to Obligations of the Stockholders and GS                       
      LP..................................................................90
      4.3.1.  Representations; Performance................................90
      4.3.2.  Material Adverse Effect.....................................91
      4.3.3.  Opinion of Counsel..........................................91
      4.3.4.  Consents and Approvals......................................92
      4.3.5.  MGI Board of Directors......................................92
      4.3.6.  MGI Organizational Documents................................92
      4.3.7.  Proceedings.................................................92

 ARTICLE V

OTHER AGREEMENTS

5.1  Noncompetition.........................................................93  
5.2  Enforceability of Covenants............................................94  
5.3  Further Actions and Events.............................................95  
5.3.1.  Termination or Adoption of Certain                      
        Arrangements......................................................95
5.4  Certain Payments to CERA Management Members............................97  
5.5  Grants of Options to Purchase LLC Units................................97  

ARTICLE VI

 TERMINATION

6.1  Termination............................................................98  
6.2  Effect of Termination..................................................99  

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 ARTICLE VII

 INDEMNIFICATION

7.1  Indemnification by the Stockholders and GS LP.........................100  
7.2  Indemnification by MGI................................................101  
7.3  Further Indemnification by GS LP......................................102  
7.4  Payment Adjustments, etc..............................................102  
7.5  Indemnification Procedures; Limitations...............................103  
7.6  Survival of Representations and Warranties, etc.......................105  

ARTICLE VIII

DEFINITIONS; MISCELLANEOUS

8.1  Definition of Certain Terms...........................................106  
8.2  Expenses..............................................................124  
8.3  Severability..........................................................124  
8.4  Notices...............................................................124  
8.5  Miscellaneous.........................................................127  
      8.5.1.  Headings...................................................127
      8.5.2.  Entire Agreement...........................................127
      8.5.3.  Counterparts...............................................127
      8.5.4.  Governing Law..............................................127
      8.5.5.  Binding Effect.............................................128
      8.5.6.  Assignment.................................................128
      8.5.7.  No Third Party Beneficiaries...............................128
      8.5.8.  Waiver of Jury Trial.......................................128
      8.5.9.  Amendment; Waivers.........................................129

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EXHIBITS                                                                        

Exhibit A         --       CERA Management Members                              
Exhibit B         --       Form of Cambridge Energy Research                    
          Associates, Inc. LLC Unit Grant Plan
Exhibit C         --       Initial CERA Option Grantees                         
Exhibit D         --       CERA Holder Information Form                         
Exhibit E         --       GS LP Holder Information Form                        
Exhibit F         --       Form of Contingent Option Agreement                  
Exhibit G         --       Form of Amended Certificate of                       
Incorporation of MGI      
Exhibit H         --       MGI Holder Information Form                          
Exhibit I         --       Form of Amended and Restated Limited                 
 Liability Company Agreement
Exhibit J         --       Form of Employment Agreement                         
Exhibit K         --       Form of MCM Group, Inc. Management LLC               
Unit Option Plan          
Exhibit L         --       Form of Cambridge Energy Research                    
          Associates, Inc. Management LLC Unit
Option Plan               
Exhibit M         --       CERA CAGR Formula                                    
Exhibit N         --       Notice Addresses                                     

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PLAN OF MERGER AND EXCHANGE AGREEMENT       

          PLAN OF MERGER AND EXCHANGE AGREEMENT, dated as of August 1, 1997,
by and among MCM Group, Inc., a Delaware corporation ("MGI"), Global Decisions  
Group LLC, a Delaware limited liability company (the "Parent"), GDG Merger      
Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent 
("Merger Sub"), the individuals and entities listed on the signature pages      
hereto under the heading "Stockholders" (the "Stockholders") and The Goldman    
Sachs Group, L.P., a Delaware limited partnership ("GS LP").                    

W I T N E S S E T H:        

            WHEREAS, the Parent has been formed for the purpose of acquiring (i)
all of the outstanding shares of capital stock of MGI through a merger of Merger
Sub with and into MGI (the "Merger") and (ii) all of the outstanding shares of  
capital stock of Cambridge Energy Research Associates, Inc., a Massachusetts    
corporation ("CERA Inc."), and certain of the limited partnership interests of  
Cambridge Energy Research Associates Limited Partnership, a Delaware limited    
partnership ("CERA LP"), the general partner of which is CERA Inc., pursuant to 
the terms and conditions set forth in this Agreement (capitalized terms used    
herein without definition having the meanings specified therefor in Section     
8.1);                                                                           

           WHEREAS, on the date hereof, the Stockholders own, beneficially and
of record, all of the outstanding shares (the "CERA Stockholders Common Stock") 
of Common Stock, par value $.01 per share ("CERA Voting Common Stock"), and     
NonVoting Common Stock, par value $.01 per share ("CERA NonVoting Common Stock" 
and, together with the CERA Voting Common Stock, "CERA Common Stock"), of CERA  
Inc., and GS LP owns, beneficially and of record, all of the outstanding limited
partnership interests in CERA LP other than such partnership interests that are 
owned by CERA Inc. (the "GS Partnership Interest");                             

   WHEREAS, on the day immediately preceding the Closing Date,
McCarthy, Crisanti & Maffei, Inc., a New York corporation and a wholly owned    
subsidiary of MGI ("MCM"), intends to lend up to $25,000,000 to CERA Inc. (the  
"CERA Distribution Loan"), and CERA Inc. will apply a portion of such funds,    
together with CERA Inc.'s available cash, to the extent necessary, to make a    
distribution to the Stockholders                                                

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in an aggregate amount equal to $21,510,000 and will apply the remainder of such
funds and available cash to purchase a portion of the GS Partnership Interest   
from GS LP for a purchase price of $2,390,000 (such applications of such funds  
and available cash, the "CERA Cash Distribution");                              

       WHEREAS, pursuant to the terms and conditions set forth in this
Agreement, each of the Stockholders wishes to contribute to the Parent all of   
the shares of CERA Common Stock owned by such Stockholder in exchange (the "CERA
Stock Exchange") for (i) units of capital of the Parent ("LLC Units")           
representing limited liability company interests in the Parent, (ii) CERA       
Contingent Options and (iii) the right to receive, under certain circumstances, 
Contingent LLC Units;                                                           

       WHEREAS, pursuant to the terms and conditions set forth in this
Agreement, GS LP wishes to contribute to the Parent all of the GS Partnership   
Interest owned by it following the CERA Cash Distribution in exchange (the "GS  
Partnership Interest Exchange" and, together with the Merger and the CERA Stock 
Exchange, the "Transactions") for (i) LLC Units, (ii) GS Contingent Options and 
(iii) the right to receive, under certain circumstances, Contingent LLC Units,  
whereupon the Parent will immediately transfer or cause to be transferred to    
CERA Inc. such GS Partnership Interest;                                         

       WHEREAS, upon such transfer to CERA Inc. of such GS Partnership
Interest, CERA Inc. will become the sole partner of CERA LP, and CERA LP will be
dissolved by operation of law (the "CERA Roll-up");                             

       WHEREAS, pursuant to the terms and conditions set forth in this
Agreement, Parent, Merger Sub and MGI wish to cause Merger Sub to be merged with
and into MGI, and to cause the then outstanding shares of MGI Common Stock to be
converted into LLC Units;                                                       

            WHEREAS, in connection with the Closing, the parties hereto agree to
cause certain agreements and arrangements relating to (i) the ownership and     
operations of CERA Inc. and CERA LP and (ii) the relationship among CERA Inc.,  
CERA LP and GS LP to be amended, terminated and/or replaced, in each case as    
further set forth herein;                                                       

           WHEREAS, promptly after the Closing Date, (i) the Parent will issue
to CERA Inc., and CERA Inc. will transfer to the management employees of and    
consultants to CERA Inc. listed on Exhibit A hereto (the "CERA Management       
Members"),                                                                      

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an aggregate of 106,875 LLC Units, and (ii) the Parent will enter into an       
agreement with CERA Inc., granting CERA Inc. the right to purchase, under       
certain circumstances, an aggregate of 7.125% of the Contingent LLC Units, and  
CERA Inc. will grant to the CERA Management Members a right to receive their    
respective pro rata portions of such Contingent LLC Units, in each case pursuant
to the Cambridge Energy Research Associates, Inc. LLC Unit Grant Plan,          
substantially in the form of Exhibit B attached hereto, to be adopted by CERA   
Inc. simultaneously with the Closing (the "CERA LLC Unit Grant Plan") and CERA  
LLC Unit Grant Agreements to be entered into with each CERA Management Member;  

         WHEREAS, promptly after the Closing Date, CERA Inc. will grant to
the employees of and consultants to CERA Inc. listed on Exhibit C hereto (the   
"Initial CERA Option Grantees"), pursuant to the CERA Option Plan, options to   
purchase an aggregate of 231,500 LLC Units, at an exercise price of $18.31 per  
LLC Unit; and                                                                   

        WHEREAS, MGI, the Parent, Merger Sub, the Stockholders and GS LP
desire to make certain representations, warranties and agreements in connection 
with the Transactions and also to prescribe various conditions to the           
Transactions;                                                                   

           NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be     
derived therefrom, the parties hereto hereby agree as follows:                  

 ARTICLE I

THE TRANSACTIONS

1.1  Merger and Exchanges.                              

         1.1.1. Consummation of the Transactions. Subject to the terms and
conditions of this Agreement, on the Closing Date, (a) the Stockholders shall   
contribute to the Parent all of the shares of CERA Common Stock owned by each of
them, and the Parent, in exchange therefor, shall issue to each of them the     
respective numbers of CERA Allocated LLC Units, shall grant to each of them the 
respective numbers of CERA Contingent Options and shall grant to each of them   
the right to receive the respective numbers of Contingent LLC Units, in each    
case as determined pursuant to Section 1.3,                                     

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(b) GS LP shall contribute to the Parent all of the GS Partnership Interest     
owned by it following the CERA Cash Distribution, and the Parent, in exchange   
therefor, shall issue to GS LP the GS Allocated LLC Units, shall grant to GS LP 
the GS Contingent Options and shall grant to GS LP the right to receive 10% of  
the Contingent LLC Units, and (c) Merger Sub shall be merged with and into MGI, 
and the outstanding shares of MGI Common Stock shall be converted into the right
to receive the number of LLC Units determined pursuant to Section 1.2.4(a).     

           1.1.2. Closing. Subject to the satisfaction or waiver of all of the
conditions to closing contained in Article IV, the closing of the Transactions  
(the "Closing") shall take place at the offices of Debevoise & Plimpton, 875    
Third Avenue, New York, New York, as soon as the office of the Secretary of     
State of the State of Delaware shall be open for the filing of the Certificate  
of Merger, on the fifth Business Day after the satisfaction or waiver of the    
conditions to Closing contained in Sections 4.1.1, 4.1.2 and 4.1.4, or at such  
other time or on such other date as the parties may agree to in writing or to   
which the Closing shall be extended as a result of the proviso to Section       
4.2.1(a)(i) or the proviso to Section 4.3.1(a)(i) (the date the Closing occurs  
is referred to herein as the "Closing Date").                                   

At the Closing:                                         

            (a) the Stockholders shall deliver, or cause to be delivered, to the
    Parent, free and clear of any Liens, stock certificates representing all
 of the then outstanding shares of CERA Common Stock, duly endorsed in
      blank or accompanied by stock powers or other instruments of transfer duly
executed in blank, and bearing or accompanied by all requisite stock
      transfer stamps, and a completed and duly executed CERA Holder Information
   Form for each Stockholder, substantially in the form attached hereto as
Exhibit D;                                                          

          (b) GS LP shall deliver, or cause to be delivered, to the Parent a
   duly executed and acknowledged instrument of assignment and assumption,
    assigning to the Parent all of the GS Partnership Interest then owned by
      GS LP, together with the certificates or instruments, if any, representing
 such GS Partnership Interest, and a completed and duly executed GS LP
 Holder Information Form, substantially in the form attached hereto as
Exhibit E, and the Parent shall                                     

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deliver, or cause to be delivered, to CERA Inc. a duly executed and 
   acknowledged instrument of assignment and assumption, assigning to CERA
    Inc. all of such GS Partnership Interest, together with the certificates
 or instruments, if any, representing such GS Partnership Interest, it
      being agreed that the Parent may direct GS LP to deliver such certificates
or instruments directly to CERA Inc.;                               

       (c) the Parent shall deliver, or cause to be delivered, to each
    Stockholder and GS LP certificates representing the respective LLC Units
    to be issued to them on the Closing Date in exchange for their shares of
     CERA Common Stock or the GS Partnership Interest, as the case may be, and
 a Contingent Option Agreement, substantially in the form of Exhibit F
   hereto (each, a "Contingent Option Agreement"), evidencing the grant of
    Contingent Options to such Stockholder or GS LP, and shall grant to each
of them the right to receive, under the circumstances described in  
Sections 1.3 and 1.4, their respective Contingent LLC Units;        

        (d) MGI shall execute and file a Certificate of Merger (together
 with any other documents required by Applicable Law to effectuate the
      Merger) with the Secretary of State of the State of Delaware in accordance
    with Sections 251 and 103 of the DGCL (the "Certificate of Merger"). The
Merger shall become effective simultaneously with the filing of the 
     Certificate of Merger. The time when the Merger shall become effective is
referred to in this Agreement as the "Effective Time";              

      (e) the Parent shall deliver, or cause to be delivered, to the
   Exchange Agent certificates representing the respective LLC Units to be
   issued to each of the holders of shares of MGI Common Stock in exchange
for such shares pursuant to Section 1.2.6;                          

         (f) each party hereto shall deliver, or cause to be delivered, to
     the other parties hereto the certificates and other documents required to
be delivered pursuant to Article IV; and                            

           (g) the parties hereto shall cause the occurrence of the events and
transactions set forth in Section 5.3.1, subject to the terms and   
conditions of, and as more fully described in, such Section.        

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1.2  The Merger.                                        

          1.2.1. Effect of the Merger. In accordance with and subject to the
terms and provisions of this Agreement and the DGCL, at the Effective Time: (i) 
the separate existence of Merger Sub shall cease and MGI shall be the surviving 
corporation (the "Surviving Corporation") and shall continue its corporate      
existence under the laws of the State of Delaware; (ii) all rights, privileges, 
immunities, powers, purposes, franchises, properties and assets of MGI and      
Merger Sub shall vest in the Surviving Corporation; and (iii) all debts,        
liabilities, obligations, restrictions, disabilities and duties of MGI and      
Merger Sub shall become the debts, liabilities, obligations, restrictions,      
disabilities and duties of the Surviving Corporation.                           

      1.2.2. Organizational Documents, Directors and Officers of the
Surviving Corporation. (a) Certificate of Incorporation. At the Effective Time, 
the Certificate of Incorporation of MGI shall be amended to read in its entirety
as set forth in Exhibit G hereto, and as so amended shall be the certificate of 
incorporation of the Surviving Corporation until thereafter amended, altered or 
repealed as provided therein or by Applicable Law.                              

      (b) By-Laws. From and after the Effective Time, the by-laws of
Merger Sub in effect immediately prior to the Effective Time shall be the       
by-laws of the Surviving Corporation until thereafter amended, altered or       
repealed as provided therein.                                                   

          (c) Directors and Officers. From and after the Effective Time, the
directors of Merger Sub immediately prior to the Effective Time shall be the    
directors of the Surviving Corporation, and the officers of MGI immediately     
prior to the Effective Time shall be the officers of the Surviving Corporation, 
each to hold office in accordance with the certificate of incorporation and     
by-laws of the Surviving Corporation until his or her successor is elected or   
appointed, as the case may be, and qualified or until his or her earlier death, 
resignation, disqualification or removal.                                       

          1.2.3. Further Assurances. If at any time after the Effective Time
the Surviving Corporation shall consider or be advised that any deeds, bills of 
sale, assignments or assurances or any other acts or things are necessary,      
desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in 
the Surviving Corporation its right, title                                      

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or interest in, to or under any of the rights, privileges, immunities, powers,  
purposes, franchises, properties or assets of MGI or Merger Sub, or (b)         
otherwise to carry out the purposes of this Agreement, the Surviving Corporation
and its proper officers and directors or their designees shall be authorized to 
solicit in the name of MGI or Merger Sub any third party consents or other      
documents required to be delivered by any third party, to execute and deliver,  
in the name and on behalf of MGI or Merger Sub, all such deeds, bills of sale,  
assignments and assurances and do, in the name and on behalf of MGI or Merger   
Sub, all such other acts and things necessary, desirable or proper to vest,     
perfect or confirm its right, title or interest in, to or under any of the      
rights, privileges, immunities, powers, purposes, franchises, properties or     
assets of MGI or Merger Sub and otherwise to carry out the purposes of this     
Agreement.                                                                      

          1.2.4. Conversion of Common Stock and Options. (a) Common Stock in
General. Each share of MGI Common Stock outstanding at the Effective Time       
(except for (x) any shares of MGI Common Stock then held in the treasury of MGI 
and (y) Dissenting Shares) shall, by virtue of the Merger and without any action
on the part of the holder thereof, be converted into the right to receive       
9.55555 LLC Units, as such number may be adjusted pursuant to Section 1.8 (as so
adjusted, the "Per Share MGI Allocated LLC Units").                             

          (b) Shares Held by MGI. Each share of MGI Common Stock that at the
Effective Time is held in the treasury of MGI shall, by virtue of the Merger and
without any action on the part of MGI, be cancelled and retired and cease to    
exist, without any conversion thereof.                                          

  (c) No Rights as Stockholders. The holders of certificates
representing shares of MGI Common Stock shall as of the Effective Time cease to 
have any rights as stockholders of MGI, except such rights, if any, as holders  
of Dissenting Shares may have pursuant to the DGCL, and, except as aforesaid,   
their sole right shall be the right to receive the number of LLC Units into     
which their respective shares of MGI Common Stock shall have been converted, as 
determined and issued in the manner set forth in this Agreement.                

  (d) Employee Options. At the Effective Time, (i) each then
outstanding option to purchase shares of MGI Common Stock (each such option, an 
"MGI Special Option") granted under the MCM Group, Inc. Special Stock Option    
Plan (such plan, the "MGI Special Options Plan") and (ii) each then outstanding 
option to purchase shares of MGI Common                                         

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Stock (each such option, an "MGI Employee Option" and, together with the MGI    
Special Options, the "Existing MGI Options") granted under the MCM Group, Inc.  
Stock Option Plan (such plan, the "MGI Management Option Plan" and, together    
with the MGI Special Options Plan, the "MGI Option Plans"), shall automatically 
be converted, without any action on the part of MGI or the holder of such       
Existing MGI Option, into an equivalent option to purchase from MGI a number of 
LLC Units equal to the product of (x) the Per Share MGI Allocated LLC Units and 
(y) the number of shares of MGI Common Stock subject to such Existing MGI Option
immediately prior to the Effective Time, for an exercise price per LLC Unit     
equal to the quotient obtained by dividing (i) the exercise price per share of  
MGI Common Stock of such Existing MGI Option by (ii) the Per Share MGI Allocated
LLC Units. All other terms and conditions of the Existing MGI Options, including
such terms relating to the vesting, exercisability and termination of such      
Existing MGI Options, shall remain in full force and effect following the       
Effective Time, as the same may be amended from time to time in accordance with 
the management stock option agreement entered into by and between MGI and each  
holder of Existing MGI Options.                                                 

            (e) Common Stock of Merger Sub. At the Effective Time, each share of
common stock of Merger Sub then issued and outstanding shall, by virtue of the  
Merger and without any action on the part of Merger Sub, be converted into and  
become one fully paid and nonassessable share of common stock, par value $0.01  
per share, of the Surviving Corporation.                                        

            1.2.5. Dissenting Shares. Notwithstanding anything in this Agreement
to the contrary, shares of MGI Common Stock which are held by stockholders who  
shall have effectively dissented from the Merger and perfected their appraisal  
rights in accordance with the provisions of Section 262 of the DGCL (the        
"Dissenting Shares"), shall not be converted into or be exchangeable for the    
right to receive LLC Units, but the holders thereof shall be entitled to payment
from the Surviving Corporation of the appraised value of such shares in         
accordance with the provisions of Section 262 of the DGCL.                      

          1.2.6. MGI Certificates. (a) Surrender of Certificates, etc. After
the Effective Time, each holder of an outstanding certificate or certificates   
which immediately prior thereto represented shares of MGI Common Stock (the "MGI
Certificates") shall, upon surrender to the Exchange                            

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Agent of such MGI Certificate or Certificates and delivery to the Exchange Agent
of a completed and duly executed MGI Holder Information Form, substantially in  
the form attached hereto as Exhibit H, be entitled to receive a certificate or  
certificates representing the aggregate number of LLC Units (each, an "LLC      
Certificate") into which the aggregate number of shares of MGI Common Stock     
previously represented by such MGI Certificate or Certificates surrendered shall
have been converted pursuant to this Agreement. The Exchange Agent shall deliver
all LLC Certificates which each holder of MGI Common Stock is entitled to       
receive pursuant to this Section 1.2.6(a) within ten Business Days following    
such holder's surrender of such holder's MGI Certificates. With respect to any  
MGI Certificate alleged to have been lost, stolen or destroyed, the owner or    
owners of such MGI Certificate shall be entitled to receive LLC Certificates in 
respect of such MGI Certificate upon delivery to the Exchange Agent of an       
affidavit of such owner or owners setting forth such allegation and a bond      
sufficient to indemnify the Parent and the Surviving Corporation against any    
claim that may be made against either of them on account of the alleged loss,   
theft or destruction of any such MGI Certificate or the delivery of such LLC    
Certificates.                                                                   

      (b) Endorsement of MGI Certificates; Transfer Taxes. If an LLC
Certificate is to be delivered to a Person other than the Person in whose name  
the MGI Certificate surrendered in exchange therefor is registered, it shall be 
a condition to delivery of such LLC Certificate that the MGI Certificate so     
surrendered shall be properly endorsed or otherwise in proper form for transfer,
and that the Person requesting such LLC Certificate shall pay any transfer or   
other Taxes required by reason of the payment to a Person other than the        
registered holder of the MGI Certificate surrendered or establish to the        
satisfaction of the Surviving Corporation that such Tax has been paid or is not 
applicable.                                                                     

            (c) Status of Certificates. Until surrendered in accordance with the
provisions of this Section 1.2.6, from and after the Effective Time, each MGI   
Certificate (other than (i) MGI Certificates representing shares of MGI Common  
Stock held in the treasury of the Surviving Corporation and (ii) Dissenting     
Shares in respect of which appraisal rights are perfected) shall represent for  
all purposes only the right to receive such number of LLC Units as determined in
the manner set forth in this Agreement and shall not itself represent an equity 
interest in the Parent, which shall be represented only by LLC Units.           

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            (d) No Further Transfers. After the Effective Time there shall be no
transfers on the stock transfer books of the Surviving Corporation of the shares
of MGI Common Stock that were outstanding immediately prior to the Effective    
Time. If, after the Effective Time, MGI Certificates are presented to the       
Surviving Corporation, they shall be surrendered to the Exchange Agent and      
cancelled and exchanged for LLC Certificates only as provided in Section        
1.2.6(a).                                                                       

        1.3 Exchange of CERA Common Stock. At the Closing, each share of
CERA Common Stock owned by a Stockholder immediately prior to the Closing shall 
be exchanged for (a) a number of LLC Units equal to (x) 1,243,125 as such number
may be adjusted pursuant to Section 1.8 (as so adjusted, the "CERA Allocated LLC
Units"), divided by (y) the aggregate number of shares of CERA Common Stock     
outstanding immediately prior to the Closing, (b) the grant by the Parent to    
each such Stockholder, pursuant to separate Contingent Option Agreements to be  
entered into at the Closing by and between the Parent and each such Stockholder,
of an option (each such option, a "CERA Contingent Option") to purchase at a per
LLC Unit price equal to $34.53 in the event that the CERA CAGR shall be equal to
or greater than 20%, a number of LLC Units equal to the product of (x) (A)      
88,870, as such number may be adjusted pursuant to Section 1.8 (as so adjusted, 
the "CERA Contingent Option LLC Units"), divided by (B) the aggregate number of 
shares of CERA Common Stock outstanding immediately prior to the Closing and (y)
the number of shares of CERA Common Stock exchanged by such Stockholder in the  
CERA Stock Exchange, and (c) in the event that the CERA CAGR shall be equal to  
or greater than 16% (which event the parties hereto hereby agree shall indicate 
that the CERA Common Stock had a value as of the Closing Date in excess of the  
value initially agreed upon by the parties hereto), a right to receive          
additional LLC Units (which right shall be transferable only (1) by will or the 
laws of descent or distribution upon the death of a Stockholder who is a natural
person, (2) in the case of a Stockholder who is a natural person, to a trust the
only actual beneficiaries under which are such Stockholder and/or one or more of
such Stockholder's brothers and sisters (whether by whole or half blood),       
spouse, ancestors and lineal descendants and (3) in the case of a Stockholder   
that is a trust, to the beneficiaries of such trust) as follows: each           
Stockholder who participated in the CERA Stock Exchange (or a permitted         
transferee of such right) shall be entitled to receive, as of June 30, 2000 or, 
in the event of the first to occur,                                             

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prior to June 30, 2000, of a Sale of the Parent or CERA Inc., a Spin-Off of CERA
Inc. or a Public Offering, as of the closing date of such Sale, Spin-Off or     
Public Offering, as the case may be, a number of Contingent LLC Units equal to  
the product of (x) (A) 82.875% of the Contingent LLC Units divided by (B) the   
aggregate number of shares of CERA Common Stock outstanding immediately prior to
the Closing and (y) the number of shares of CERA Common Stock exchanged by such 
Stockholder in the CERA Stock Exchange.                                         

          1.4 Exchange of GS LP Interest. At the Closing, the portion of the
GS Partnership Interest owned by GS LP immediately prior to the Closing shall be
exchanged for (a) 150,000 LLC Units, as such number may be adjusted pursuant to 
Section 1.8 (as so adjusted, the "GS Allocated LLC Units"), (b) the grant by the
Parent to GS LP, pursuant to a Contingent Option Agreement to be entered into at
the Closing by and between the Parent and GS LP, of an option (such option, the 
"GS Contingent Option" and, together with the CERA Contingent Options, the      
"Contingent Options") to purchase at a per LLC Unit price equal to $34.53 in the
event that the CERA CAGR shall be equal to or greater than 20%, 9,874 LLC Units,
as such number may adjusted pursuant to Section 1.8 (as so adjusted, the "GS    
Contingent Option LLC Units"), and (c) in the event that the CERA CAGR shall be 
equal to or greater than 16% (which event the parties hereto hereby agree shall 
indicate that such portion of the GS Partnership Interest had a value as of the 
Closing Date in excess of the value initially agreed upon by the parties        
hereto), a right to receive additional LLC Units (which right shall not be      
transferable) as follows: GS LP shall be entitled to receive, as of June 30,    
2000 or, in the event of the first to occur, prior to June 30, 2000, of a Sale  
of the Parent or CERA Inc., a Spin-Off of CERA Inc. or a Public Offering, as of 
the closing date of such Sale, Spin-Off or Public Offering, as the case may be, 
10% of the Contingent LLC Units.                                                

          1.5 Grant of LLC Units and Contingent LLC Units to CERA Management
Members. Promptly after the Closing Date, (i) (A) the Parent shall issue to CERA
Inc., for a purchase price per LLC Unit equal to the value per LLC Unit as of   
the Closing Date set forth in (or agreed upon pursuant to the provisions of)    
Section 1.8, which purchase price shall be payable in cash or, at CERA Inc.'s   
option, by delivery of an interest-bearing promissory note (which interest will 
be payable in cash no less frequently than semi-annually) for such amount that  
will be payable at any time upon demand by the Parent, and (B) CERA Inc.,       
pursuant                                                                        

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to the CERA LLC Unit Grant Plan, shall grant to each CERA Management            
Member who shall have entered into a CERA LLC Unit Grant Agreement with CERA    
Inc., such number of LLC Units (not to exceed an aggregate of 106,875 LLC Units)
as is set forth opposite such CERA Management Member's name on Exhibit A hereto,
and (ii) the Parent shall issue to CERA Inc. the right to purchase additional   
LLC Units, for a purchase price per LLC Unit equal to its fair market value (as 
determined in good faith by the Board of the Parent) at the time such Contingent
LLC Units shall be deemed to have been issued pursuant to Section 1.6(b), and   
CERA Inc. shall grant to each such CERA Management Member, pursuant to a CERA   
LLC Unit Grant Agreement, a right to receive such additional LLC Units, as      
follows: in the event that the CERA CAGR shall be equal to or greater than 16%, 
CERA Inc. shall be entitled to purchase up to 7.125% of the Contingent LLC      
Units, and each such CERA Management Member shall be entitled to receive, as of 
June 30, 2000 or, in the event of the first to occur, prior to June 30, 2000, of
a Sale of the Parent or CERA Inc., a Spin-Off of CERA Inc. or a Public Offering,
as of the closing date of such Sale, Spin-Off or Public Offering, as the case   
may be, a number of Contingent LLC Units equal to the product of (x) (A) 7.125% 
of the Contingent LLC Units divided by (B) the aggregate number of LLC Units    
granted to the CERA Management Members pursuant to clause (i) of this Section   
1.5 and (y) the number of LLC Units so granted to such CERA Management Member.  
If the employment of such CERA Management Member with (or, if such CERA         
Management Member is a consultant to rather than an employee of CERA Inc. or any
of its Subsidiaries, the provision of services by such CERA Management Member   
to) CERA Inc. or any of its Subsidiaries is terminated prior to June 30, 2000   
or, in the event that, prior to June 30, 2000, a Sale of the Parent or CERA     
Inc., a Spin-Off of CERA Inc. or a Public Offering occurs, prior to the closing 
date of such Sale, Spin-Off or Public Offering, and (i) such employment or      
provision of services was terminated voluntarily by such CERA Management Member 
or by CERA Inc. or such Subsidiary for Cause (as defined in the CERA Option     
Plan), then, immediately upon such termination of employment or provision of    
services, the right of such CERA Management Member to receive Contingent LLC    
Units shall terminate, and such CERA Management Member shall not be entitled to 
any payment in respect thereof, or (ii) such employment or provision of services
was terminated for any other reason, then the right of such CERA Management     
Member to receive Contingent LLC Units shall terminate and, in lieu thereof,    
CERA Inc. shall pay to such CERA Management Member (or his or her permitted     
transferees as provided below), promptly                                        

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after such termination of employment or provision of services, an amount in cash
equal to the fair market value (as determined in good faith by the Board of the 
Parent), as of the date of such termination of employment or provision of       
services, of the number, if any, of Contingent LLC Units that would have been   
issuable to such CERA Management Member, based on the CERA CAGR as of such date 
(as determined in good faith by CERA Inc.), if the closing of a Nonqualifying   
Sale had occurred on such date. The right of each CERA Management Member to     
receive Contingent LLC Units pursuant to this Section 1.5 shall be transferable 
only (1) by will or the laws of descent or distribution upon the death of such  
CERA Management Member or (2) to a trust the only actual beneficiaries under    
which are such CERA Management Member and/or one or more of such CERA Management
Member's brothers and sisters (whether by whole or half blood), spouse,         
ancestors and lineal descendants, provided that the Parent shall only be        
required to treat any such transferee as a permitted transferee for purposes of 
this Article I if it shall have received notice of such transfer.               

          1.6 Calculation of CERA CAGR. (a) Not later than (x) 15 days after
the audited financial statements of CERA Inc. for the fiscal year ended June 30,
2000 shall have been completed and delivered to the Parent or (y) if a Sale of  
the Parent or CERA Inc., a Spin-Off of CERA Inc. or a Public Offering shall be  
contemplated, five days prior to the scheduled closing date of such Sale,       
Spin-Off or Public Offering, the Board of the Parent shall determine, reasonably
and in good faith, the CERA CAGR, and the Parent shall send a written notice to 
each Stockholder who participated in the CERA Stock Exchange, to GS LP and to   
each CERA Management Member who, as of the date of such notice, shall still have
a right to receive Contingent LLC Units pursuant to Section 1.5 (or any         
permitted transferees of any of the foregoing), setting forth (i) the revenues  
of CERA Inc. for such fiscal year or, in the case of such Sale, Spin-Off or     
Public Offering, for the applicable period prior to such scheduled closing date,
in each case as determined for purposes of calculating the CERA CAGR, (ii) the  
CERA CAGR and (iii) the number of Contingent LLC Units, if any, which each      
Stockholder, GS LP and each such CERA Management Member who shall still have a  
right to receive Contingent LLC Units pursuant to Section 1.5 (or any permitted 
transferees of any of the foregoing) have become entitled to receive (subject,  
in the case of such CERA Management Members, to the payment by CERA Inc. of the 
purchase price for the Contingent LLC Units to be issued to such CERA Management
Members) pursuant to Sections 1.3, 1.4 and 1.5.                                 

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The determination by the Parent, as set forth in such notice, of the CERA CAGR  
and the number of Contingent LLC Units to be issued shall, in the absence of    
fraud, be final, conclusive and binding on the Stockholders, GS LP and the CERA 
Management Members.                                                             

  (b) In the case of clause (x) of Section 1.6(a), effective
immediately upon the transmittal of the notice referred to in Section 1.6(a),   
or, in the case of clause (y) of Section 1.6(a), effective immediately prior to 
the closing of the Sale, Spin-Off or Public Offering referred to in such Section
1.6(a), each such Stockholder (or any permitted transferees of any of the       
foregoing) and GS LP shall be deemed, without any further action on the part of 
the Parent or any such Stockholder (or any permitted transferees of any of the  
foregoing) or GS LP, to be the owner, as of June 30, 2000 or immediately prior  
to the closing of such Sale, Spin-Off or Public Offering, as the case may be, of
the respective number of Contingent LLC Units set forth in such notice. In the  
case of clause (x) of Section 1.6(a), effective immediately upon the later of   
(i) the transmittal of the notice referred to in Section 1.6(a) and (ii) the    
payment by CERA Inc. of the purchase price for the Contingent LLC Units to be   
issued to CERA Management Members, or, in the case of clause (y) of Section     
1.6(a), effective immediately prior to the closing of the Sale, Spin-off or     
Public Offering referred to in such Section 1.6(a) (provided that CERA Inc.     
shall have paid the purchase price for such Contingent LLC Units), each CERA    
Management Member who shall still have a right to receive Contingent LLC Units  
pursuant to Section 1.5 (or each of his or her permitted transferees) shall be  
deemed, without any further action on the part of the Parent, CERA Inc. or such 
CERA Management Member or permitted transferee, to be the owner, as of June 30, 
2000 or immediately prior to the closing of such Sale, Spin-Off or Public       
Offering, as the case may be, of the respective number of Contingent LLC Units  
set forth in such notice. The Parent shall send to each such Stockholder, GS LP,
each such CERA Management Member and each such permitted transferee a           
certificate or certificates representing such Contingent LLC Units promptly     
after delivery of the notice referred to in Section 1.6(a).                     

            (c) The Parent recognizes and understands that a significant portion
of the consideration to be received by the Stockholders and GS LP in the CERA   
Stock Exchange and the GS Partnership Interest Exchange, respectively, is       
contingent and based upon the level of growth in revenues achieved by CERA Inc. 
during the three-year period between                                            

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June 30, 1997 and June 30, 2000. Accordingly, the Parent agrees to cooperate    
with CERA Inc. in CERA Inc.'s efforts to achieve the requisite level of revenue 
growth, principally by providing CERA Inc.'s management with the authority to   
manage and operate CERA Inc.'s business, subject to the reasonable oversight of 
CERA Inc.'s Board of Directors.                                                 

         1.7 No Fractional LLC Units. No certificates for fractions of LLC
Units shall be issued pursuant to Section 1.2, 1.3, 1.4, 1.5 or 1.6. If the     
conversion of a Person's aggregate holdings of MGI Common Stock, or the         
aggregate number of LLC Units issuable to a Person at any time pursuant to the  
CERA Stock Exchange, the GS Partnership Interest Exchange or a Contingent Option
or in connection with the Contingent LLC Units, results in a fractional LLC     
Unit, the aggregate number of LLC Units that such Person shall be entitled to   
receive shall be rounded to the nearest whole LLC Unit and, in the event that   
such aggregate number of LLC Units shall be rounded down, such Person shall not 
be entitled to any payment in respect of such fractional LLC Unit.              

      1.8 Adjustments to Per Share MGI Allocated LLC Units, etc. The
number of Per Share MGI Allocated LLC Units, CERA Allocated LLC Units, CERA     
Contingent Option LLC Units, Contingent LLC Units, GS Allocated LLC Units and GS
Contingent Option LLC Units set forth in this Agreement represents the          
respective numbers of LLC Units initially agreed upon by the parties hereto.    
Prior to the Closing, MGI, the Founding Stockholders and GS LP may agree upon   
revised numbers of such LLC Units, such that the agreed-upon value per LLC Unit 
at the time of the Closing shall be equal to $10.00. In such case, the          
respective numbers of Per Share MGI Allocated LLC Units, CERA Allocated LLC     
Units, CERA Contingent Option LLC Units, Contingent LLC Units, GS Allocated LLC 
Units and GS Contingent Option LLC Units shall be adjusted by multiplying each  
such number by the quotient obtained by dividing (i) the value per LLC Unit at  
the time of the Closing that would result if the initial numbers of LLC Units   
referred to above were not to be so revised by (ii) $10.00. In the event that   
the numbers of such LLC Units are not so revised prior to the Closing pursuant  
to this Section 1.8, the value per LLC Unit at the time of the Closing shall be 
deemed to be equal to (A) the fair market value of the partnership interests in 
CERA LP as of the Closing Date (as determined by Houlihan Valuation Associates  
in the valuation report with respect to CERA LP to be prepared and delivered by 
it at or prior to the Closing)                                                  

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minus the amount of the CERA Cash Distribution divided by (B) 1,500,000.        

      1.9 Treatment of the Transactions for Income Tax Purposes. The
parties hereto agree that:                                                      

            (a) For Income Tax purposes, the conversion of MGI Common Stock into
   LLC Units, and the conversion of common stock of Merger Sub into common
    stock of the Surviving Corporation, in each case pursuant to the Merger,
     shall be treated as a contribution of such MGI Common Stock to the Parent
  in exchange for such LLC Units pursuant to section 721(a) of the Code.

          (b) For Income Tax purposes, the exchange of CERA Common Stock for
   LLC Units, Contingent LLC Units and CERA Contingent Options pursuant to
   the CERA Stock Exchange shall be treated as a contribution of such CERA
      Common Stock to the Parent in exchange for such LLC Units, such Contingent
  LLC Units and the right to acquire LLC Units upon exercise of the CERA
Contingent Options pursuant to section 721(a) of the Code.          

       (c) For Income Tax purposes, the exchange of the GS Partnership
Interest owned by GS LP following the CERA Cash Distribution for LLC
    Units, Contingent LLC Units and GS Contingent Options pursuant to the GS
    Partnership Interest Exchange shall be treated as a contribution of such
      GS Partnership Interest to the Parent in exchange for such LLC Units, such
    Contingent LLC Units and the right to acquire LLC Units upon exercise of
the GS Contingent Options pursuant to section 721(a) of the Code.   

      (d) For Income Tax purposes, the fair market value of such MGI
      Common Stock, CERA Common Stock and GS Partnership Interest at the time of
    the contribution thereof for Income Tax purposes set forth in paragraphs
     (a), (b) and (c), respectively, of this Section 1.8 shall be equal to the
values set forth therefor on Schedule B to the Amended and Restated 
    Limited Liability Company Agreement of the Parent, to be dated as of the
Closing Date (the "LLC Agreement").                                 

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

         2.1 Representations and Warranties of the Stockholders and GS LP.
The Stockholders and GS LP hereby jointly represent and warrant to MGI, the     
Parent and Merger Sub on the date hereof that the representations and warranties
contained in this Section 2.1 are true and correct as of the date hereof, except
to the extent that any such representation and warranty is expressly stated     
herein to be as of a date other than the date hereof, in which case such        
representation and warranty is true and correct as of such date, and in each    
case except as set forth in the section of the disclosure letter delivered by   
the Stockholders and GS LP to MGI on or before the date of this Agreement (the  
"CERA Disclosure Letter") that corresponds to the subsection of this Agreement  
in respect of which such exception is being made.                               

       2.1.1. Existence and Good Standing; No Violations; Consents and
Approvals. (a) CERA Inc. is a corporation duly organized, validly existing and  
in good standing under the laws of the Commonwealth of Massachusetts. CERA LP is
a limited partnership duly formed, validly existing and in good standing under  
the laws of the State of Delaware. There is no bankruptcy, reorganization or    
similar proceeding pending against CERA Inc., CERA LP or any of the partners of 
CERA LP. Each of CERA Inc. and CERA LP has all necessary corporate or           
partnership power and authority, as the case may be, to own, lease or license   
the property owned or used by it, and to conduct its business as and in the     
places where its business is now being conducted. Section 2.1.1(a) of the CERA  
Disclosure Letter sets forth a description (including the name of each party    
thereto and of each written agreement relating thereto or, if no such written   
agreement exists, a description of the material terms thereof) of each joint    
venture or partnership (other than CERA LP), or similar agreement or arrangement
involving a sharing of profits or expenses during the 10-month period ended     
April 30, 1997 in excess of $10,000 in the case of any such agreement or        
arrangement or $25,000 in the aggregate in the case of all such agreements or   
arrangements, to which either CERA Inc. or CERA LP is a party or by which either
of them may be bound. Except as set forth in Section 2.1.1(a) of the CERA       
Disclosure Letter, each of CERA Inc. and CERA LP is duly qualified or licensed  
to do business and is in good standing in each of the jurisdictions in which the
nature of its business or the                                                   

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properties owned or leased by it makes such qualification or licensing          
necessary, but any failure to so qualify or be licensed in any such jurisdiction
does not have and would not reasonably be expected to have a CERA Material      
Adverse Effect.                                                                 

          (b) Except as set forth in Section 2.1.1(b) of the CERA Disclosure
Letter, the execution, delivery and performance by each of the Stockholders and 
GS LP of this Agreement and the other agreements and instruments to be entered  
into by it in connection herewith, and the consummation of the transactions     
contemplated hereby and thereby to be consummated by it, do not and will not,   
with or without the giving of notice or the lapse of time or both: (i) violate, 
conflict with or result in a breach or default under any provision of the       
Organizational Documents of CERA Inc. or CERA LP, including the Existing        
Partnership Agreement; (ii) violate any statute, ordinance, rule, regulation or 
Order of any court or of any Governmental Authority applicable to CERA Inc. or  
CERA LP, or by which any of CERA Inc.'s or CERA LP's respective properties or   
assets may be bound; (iii) require CERA Inc. or CERA LP to obtain the Consent of
any Governmental Authority or any other Person, except, in the case of the CERA 
Roll-up only, for failures to obtain such Consents that, individually or in the 
aggregate, would not reasonably be expected to have a CERA Material Adverse     
Effect; or (iv) result in a violation or breach of, conflict with, constitute a 
default (or give rise to any right of termination, cancellation, payment or     
acceleration) under, or result in the creation of any Lien upon any of CERA     
Inc.'s or CERA LP's properties or assets under, any of the terms of any note,   
agreement, contract, license, lease or other instrument or obligation to which  
CERA Inc. or CERA LP is a party or by which CERA Inc., CERA LP or their         
respective properties or assets may be bound, except, with respect to clause    
(iv) of this Section 2.1.1(b), in the case of the CERA Roll-up only, for        
violations, breaches, conflicts, defaults, terminations, cancellations,         
payments, accelerations and Liens that, individually or in the aggregate, would 
not reasonably be expected to have a CERA Material Adverse Effect.              

          2.1.2. Capitalization; Ownership. (a) The authorized capital stock
of CERA Inc. consists of 200,000 shares of CERA Voting Common Stock, of which   
188,000 shares are issued and outstanding as of the date hereof, and 200,000    
shares of CERA Non-Voting Common Stock, of which 52,006 shares are issued and   
outstanding as of the date hereof. All of the outstanding shares of CERA Common 
Stock                                                                           

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have been duly authorized and validly issued and are fully paid and             
nonassessable.                                                                  

        (b) The general and limited partners of CERA LP are set forth in
Section 2.1.2(b) of the CERA Disclosure Letter and own such number of units     
representing partnership interests in CERA LP as are set forth in Section       
2.1.2(b) of the CERA Disclosure Letter. CERA LP has no Subsidiaries. Neither    
CERA Inc. nor CERA LP holds, beneficially or of record, any capital stock or    
other equity interests of any Person other than, in the case of CERA Inc., of   
CERA LP, except for publicly traded equity securities not exceeding 10% of the  
outstanding equity securities of such Person or in connection with short-term   
investments or cash management. The partnership interests in CERA LP that are   
owned, beneficially and of record, by CERA Inc. are described in Section        
2.1.2(b) of the CERA Disclosure Letter, are owned by CERA Inc. free and clear of
any Liens, and will be so owned as of the Closing Date.                         

       (c) Except as set forth in the CERA Stockholders Agreement, the
Existing Partnership Agreement or the GS Purchase Agreement, there are no       
preemptive or similar rights with respect to the CERA Common Stock or           
partnership interests in CERA LP. Except for this Agreement, the Existing       
Partnership Agreement, the CERA Stockholders Agreement and the GS Purchase      
Agreement and as set forth in Section 2.1.2(c)(i) of the CERA Disclosure Letter,
no (i) subscriptions, options, warrants, conversion or other rights, agreements,
commitments, arrangements or understandings of any kind obligating any          
Stockholder, GS LP, CERA Inc. or CERA LP to issue or sell any shares of capital 
stock of CERA Inc. or any other equity interests therein, or to issue or        
transfer any partnership interests in CERA LP or (ii) securities convertible    
into or exchangeable for any such shares or interests are outstanding, and no   
authorization therefor has been given. Except as set forth in the GS Purchase   
Agreement and the stock restriction agreements and documents listed in Section  
2.1.2(c) of the CERA Disclosure Letter, there are no outstanding contractual    
obligations of CERA Inc. or CERA LP to repurchase, redeem or otherwise acquire  
any CERA Common Stock or any of its partnership interests, respectively.        

           2.1.3. Financial Statements. (a) CERA Inc. has delivered to MGI and
the Parent complete and correct copies of the audited financial statements of   
CERA LP as at and for the fiscal years ended June 30, 1996, 1995 and 1994,      
together with the respective opinions thereon of KPMG Peat                      

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Marwick LLP, the independent public accountants of CERA LP, for each such fiscal
year, and the unaudited financial statements of CERA LP as at and for the       
nine-month period ended March 31, 1997, including in each case a balance sheet, 
a statement of income, a statement of equity and a statement of cash flows, and,
in the case of such audited financial statements, accompanying notes (the "CERA 
Financial Statements").                                                         

        (b) The CERA Financial Statements present fairly in all material
respects the financial position of CERA LP as at the respective dates or for the
respective periods thereof, and have been prepared in accordance with generally 
accepted accounting principles in the United States ("GAAP") applied on a       
consistent basis throughout the periods presented in the CERA Financial         
Statements subject, in the case of interim unaudited CERA Financial Statements, 
only to normal recurring year-end adjustments and the absence of notes. The     
books and records of CERA Inc. and CERA LP have been maintained in the ordinary 
course of business.                                                             

           2.1.4. Absence of Undisclosed Liabilities. Neither CERA LP nor CERA
Inc. has any liabilities or obligations of any nature, whether known, unknown,  
absolute, accrued, contingent or otherwise and whether due or to become due,    
except (a) as set forth in Section 2.1.4 of the CERA Disclosure Letter, (b) as  
and to the extent disclosed or reserved against in the unaudited balance sheet  
of CERA LP, dated March 31, 1997, that has been delivered to MGI, or            
specifically disclosed in the notes thereto, (c) for liabilities and obligations
that are incurred in the ordinary course of business after the date of such     
balance sheet, are consistent with past practices and are not prohibited by this
Agreement, (d) for liabilities and obligations that are expressly contemplated  
by this Agreement and (e) for liabilities and obligations that, individually or 
in the aggregate, are not and would not reasonably be expected to have a CERA   
Material Adverse Effect.                                                        

            2.1.5. Absence of Changes. Since March 31, 1997, except as set forth
in Section 2.1.5 of the CERA Disclosure Letter or except as expressly           
contemplated by this Agreement, the business of CERA Inc. and CERA LP has been  
conducted in the ordinary course consistent with past practices and neither CERA
Inc. nor CERA LP has: (a) suffered any CERA Material Adverse Effect, (b)        
modified or amended any material term of any material agreement, contract or    
commitment attached as an Exhibit to this Agreement or listed in Section 2.1.8  
of the CERA Disclosure Letter, or (c)                                           

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entered into any material transaction other than in the ordinary course of      
business consistent with past practices. Since March 31, 1997, except as set    
forth in Section 2.1.5 of the CERA Disclosure Letter, except as expressly       
contemplated by this Agreement or, as of the Closing Date with respect to       
matters occurring on or after the date hereof, except in compliance with the    
provisions of Sections 3.1.1 and 3.1.2, neither CERA LP nor CERA Inc. has (i)   
authorized, declared or paid or made any dividend or other distribution in      
respect of its capital stock or partnership interests, as the case may be, or   
purchased, redeemed, issued or transferred or agreed to purchase, redeem, issue 
or transfer, directly or indirectly, any shares of its capital stock or         
partnership interests, warrants, options or other rights to acquire any such    
shares or partnership interests or securities convertible into or exchangeable  
for any such shares or partnership interests, (ii) incurred any indebtedness for
borrowed money, guaranteed any such indebtedness, issued or sold any debt       
securities or guaranteed any debt securities of others, (iii) (x) entered into  
or amended any employment, retention, severance, change in control or similar   
agreement or arrangement of the type described in Section 2.1.8(c) (taking into 
account the dollar thresholds set forth in such subsection) with, (y)           
established or amended any material employee compensation or benefit plan or    
practice maintained for the benefit of, or (z) paid or accrued any bonus or     
deferred compensation for or in respect of, any current or former director,     
officer, stockholder, partner or employee of CERA Inc. or CERA LP, in the case  
of clause (x) or (y), other than in the ordinary course of business consistent  
with past practices, (iv) entered into any agreement, contract or commitment    
(other than this Agreement) for the sale of CERA Inc., CERA LP, the assets of   
CERA Inc. and/or CERA LP or any equity interests in CERA Inc. or partnership    
interests in CERA LP, or (v) taken any action or omitted to take any action (or 
committed to take any action or omit to take any action) that would result in   
the occurrence of any of the foregoing.                                         

           2.1.6. Taxes. (a) Filing of Returns and Payment of Taxes. Except as
set forth in Section 2.1.6(a) of the CERA Disclosure Letter, all material       
Returns required to be filed by or on behalf of CERA LP or CERA Inc. ("CERA     
Returns") on or before the Closing Date have (or by the Closing Date will have) 
been duly and timely filed, and neither CERA LP nor CERA Inc. is currently the  
beneficiary of any extension of time within which to file any CERA Return.      
Except for Taxes set forth in Section 2.1.6(a) of the CERA Disclosure Letter,   
which are being contested in                                                    

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good faith and by appropriate proceedings or which can be paid without interest 
or penalties, the following Taxes (collectively, "CERA Taxes") have (or by the  
Closing Date will have) been duly and timely paid: (i) all Taxes shown to be due
on the CERA Returns and (ii) all material Taxes due and payable on or before the
Closing Date that are or may become payable by CERA LP or CERA Inc. or          
chargeable as a Lien upon the assets thereof (whether or not shown on any CERA  
Return). Except as set forth in Section 2.1.6(a) of the CERA Disclosure Letter, 
all material Employment and Withholding Taxes required to be paid or withheld by
or on behalf of CERA LP or CERA Inc. or for which CERA LP or CERA Inc., as the  
case may be, is or may become liable ("CERA Employment and Withholding Taxes")  
have been either duly and timely paid to the proper Governmental Authority or   
properly set aside in accounts for such purpose.                                

           (b) Extensions, etc. Except as set forth in Section 2.1.6(b) of the
CERA Disclosure Letter, no written agreement or other document extending, or    
having the effect of extending, the period of assessment or collection of any   
CERA Taxes or CERA Employment and Withholding Taxes, and no power of attorney   
with respect to any such Taxes, has been executed or filed with the IRS or any  
other taxing authority.                                                         

            (c) Tax Filing Groups; Income Tax Jurisdictions. Neither CERA LP nor
CERA Inc. is or has been a member of any affiliated, consolidated, combined or  
unitary group for purposes of filing Returns or paying Taxes. Set forth in      
Section 2.1.6(c) of the CERA Disclosure Letter are all countries, states,       
provinces, cities or other jurisdictions in which CERA LP or CERA Inc. currently
files or has filed an Income Tax Return within the last three years.            

            (d) Copies of Returns; Audits, etc. The Founding Stockholders and GS
LP have (or by the Closing Date will have) delivered to MGI and the Parent      
complete and accurate copies of all CERA Returns with respect to all periods    
beginning on or after July 1, 1993 that have been filed or will be required to  
be filed (after giving effect to all valid extensions of time for filing) by    
CERA LP or CERA Inc. on or before the Closing Date. Except as set forth in      
Section 2.1.6(d) of the CERA Disclosure Letter, (i) no CERA Taxes or CERA       
Employment and Withholding Taxes have been asserted by any Governmental         
Authority since January 1, 1994 to be due, (ii) no revenue agent's report or    
written assessment for Taxes has been issued by any Governmental Authority in   
the course of any audit that has been completed since                           

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July 1, 1993 with respect to CERA Taxes or CERA Employment and Withholding Taxes
and (iii) no issue has been raised by any Governmental Authority in the course  
of any audit that has not been completed with respect to CERA Taxes or CERA     
Employment and Withholding Taxes, which issue has been raised in a writing that 
has been received by any of the Stockholders, GS LP, CERA LP or CERA Inc. Except
as set forth in Section 2.1.6(d) of the CERA Disclosure Letter, no CERA Return  
is currently under audit by any other taxing authority, and no CERA Employment  
and Withholding Taxes are currently under audit by any taxing authority. Except 
as set forth in Section 2.1.6(d) of the CERA Disclosure Letter, neither the IRS 
nor any other taxing authority is now asserting in writing against CERA LP or   
CERA Inc. any adjustment or any deficiency or claim for additional Taxes or     
Employment and Withholding Taxes.                                               

         (e) Section 1445(a) of the Code. No amount will be required to be
deducted or withheld pursuant to section 1445(a) of the Code in connection with 
the CERA Cash Distribution, the CERA Stock Exchange or the GS Partnership       
Interest Exchange.                                                              

            (f) Tax Sharing Agreements. Neither CERA LP nor CERA Inc. is a party
to or bound by or has any obligation under any Tax sharing agreement or         
arrangement.                                                                    

            (g) Tax Status of CERA LP and CERA Inc. CERA LP is not and has never
been at any time treated as an association taxable as a corporation for federal 
Income Tax purposes. CERA LP is and has been since its inception treated as a   
partnership for federal and all relevant state or local Income Tax purposes.    
CERA Inc. is and has been duly qualified as an "S corporation" within the       
meaning of section 1361(a) of the Code for federal Income Tax purposes, pursuant
to an election filed by CERA Inc. on December 5, 1986 and effective as of July  
1, 1987. Section 2.1.6(g) of the CERA Disclosure Letter sets forth a list of    
each Tax jurisdiction in which a valid S corporation election for               
CERA Inc. is in effect, or CERA Inc. is otherwise treated as an S corporation   
for state or local Income Tax purposes, and the date beginning with which such  
election or treatment has been continuously in effect.                          

         (h) Section 754 of the Code. An election under Section 754 of the
Code is not in effect with respect to CERA LP.                                  

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    (i) Disclosure. Each subsection of Section 2.1.6 of the CERA
Disclosure Letter sets forth, for each relevant item set forth in such          
subsection thereof, the name of the entity, the taxing jurisdiction, the type of
Tax and the taxable period or periods involved.                                 

           2.1.7. Properties and Assets. (a) Except insofar as would not have,
or reasonably be expected to have, a CERA Material Adverse Effect, each of CERA 
LP and CERA Inc. has good and valid title to, or otherwise has sufficient and   
legally enforceable right to use, all of the properties and assets (real,       
personal or mixed, tangible or intangible, including Intellectual Property),    
used or held for use in connection with, necessary for the conduct of, or       
otherwise material to, the businesses conducted by it (the "CERA Assets").      
Except as set forth in Section 2.1.7(a) of the CERA Disclosure Letter, the CERA 
Assets that are owned by CERA Inc. or CERA LP are owned free and clear of any   
Liens other than (i) liens for Taxes not yet due and payable or that are being  
contested in good faith and by appropriate proceedings, (ii) statutory liens    
incurred in the ordinary course of business that, individually and in the       
aggregate, have not had and would not reasonably be expected to have a CERA     
Material Adverse Effect, and (iii) encumbrances and easements that do not       
materially detract from the value or materially interfere with the use of the   
properties affected thereby (the exceptions described in the foregoing clauses  
(i), (ii) and (iii) being referred to as "Permitted CERA Liens").               

         (b) Neither CERA Inc. nor CERA LP owns any real property. Section
2.1.7(b) of the CERA Disclosure Letter contains a complete and correct list of  
all real property leases, subleases and occupancy agreements to which either    
CERA LP or CERA Inc. is a party (each, a "CERA Lease") setting forth the        
address, landlord and tenant for each CERA Lease. CERA Inc. and CERA LP have    
delivered to MGI and the Parent correct and complete copies of the CERA Leases. 
Except insofar as would not have, or reasonably be expected to have, a CERA     
Material Adverse Effect, (i) each CERA Lease, other than the CERA Lease with    
respect to CERA LP's principal offices in Cambridge, Massachusetts, is legal,   
valid, binding, in full force and effect and enforceable against CERA Inc. or   
CERA LP, as the case may be, and, to the knowledge of any Stockholder, GS LP,   
CERA Inc. or CERA LP, against the other parties thereto, (ii) neither CERA LP   
nor CERA Inc. is in default, violation or breach under any such CERA Lease, and 
no event has occurred and is continuing that constitutes or, with notice or the 
passage of time or                                                              

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both, would constitute a default, violation or breach under any such CERA Lease 
and (iii) each such CERA Lease grants the tenant under such CERA Lease the right
to use and occupy the premises and rights demised and intended to be demised    
thereunder, which right is sufficient for the purposes for which such premises  
and rights are or are contemplated to be used or occupied by such tenant. The   
CERA Lease with respect to CERA LP's principal offices in Cambridge,            
Massachusetts (the "CERA Headquarters Lease") is legal, valid, binding, in full 
force and effect and enforceable against CERA Inc. or CERA LP, as the case may  
be, and, to the knowledge of any Stockholder, GS LP, CERA Inc. or CERA LP, the  
other parties thereto. Neither CERA LP nor CERA Inc. is in default, violation or
breach in any material respect under the CERA Headquarters Lease, and no event  
has occurred and is continuing that constitutes or, with notice or the passage  
of time or both, would constitute a default, violation or breach under the CERA 
Headquarters Lease that would reasonably be expected to have a CERA Material    
Adverse Effect. The CERA Headquarters Lease grants the tenant thereunder the    
right to use and occupy the premises and rights demised and intended to be      
demised thereunder, which right is sufficient for the purposes for which such   
premises and rights are or are contemplated to be used or occupied by such      
tenant.                                                                         

          2.1.8. Contracts. Section 2.1.8 of the CERA Disclosure Letter sets
forth a correct and complete list, as of the date hereof, of all agreements,    
contracts and commitments (including the names of each party thereto), or, in   
the case of clause (a) below, of all clients party to all agreements, contracts 
and commitments, of the following types (taking into account any specified      
dollar thresholds) to which either CERA LP or CERA Inc. or, if the subject      
matter of such agreement, contract or commitment constitutes part of the        
business conducted by CERA Inc. or CERA LP, any Founding Stockholder is a party 
or by or pursuant to which either CERA LP or CERA Inc. is bound or is receiving 
(or will receive) payments or other benefits even if not a party to such        
agreement: (a) each client party to any contract or group of contracts,         
including any oral arrangements relating thereto or extensions thereof, with    
respect to which client CERA LP or CERA Inc. accrued (for financial reporting   
purposes), for the 10-month period ended April 30, 1997, revenues in excess of  
$200,000 in the aggregate, (b) loan agreements and other agreements relating to 
indebtedness for borrowed money, promissory notes, bonds, guaranties, letters of
credit, credit facilities, mortgages, security agreements, pledge agreements,   
deferred purchase price agree-                                                  

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ments, sale and leaseback agreements or similar agreements, (c) (i) employment, 
consulting and agency agreements or arrangements involving, during the 10-month 
period ended April 30, 1997, accruals (for financial reporting purposes) by CERA
Inc. or CERA LP in excess of $25,000 with respect to any particular such        
agreement or arrangement, other than any employment or consulting agreement or  
arrangement involving accruals during such period of less than $90,000 that is  
terminable at will or subject to such limitations on termination as may be      
imposed by Applicable Law, by the applicable employer or entity being provided  
with consulting services, without the payment of any amount in excess of such   
amount as may be required by Applicable Law, or (ii) severance, retention,      
bonus, change in control and other similar agreements or arrangements involving,
during the 10-month period ended April 30, 1997 (or reasonably expected as of   
the date hereof to involve in any fiscal year of CERA Inc. commencing after June
30, 1997), accruals (for financial reporting purposes) by CERA Inc. or CERA LP  
in excess of $25,000 with respect to any particular such agreement or           
arrangement or in excess of $100,000 with respect to all such agreements and    
arrangements in the aggregate, (d) any contracts or other documents that on or  
after the Closing Date substantially limit or will limit the freedom of CERA LP 
or CERA Inc. to compete in any line of business and (e) any other contract or   
commitment that is material to CERA LP, CERA Inc. or their respective businesses
or not made in the ordinary course of business. Neither CERA LP, CERA Inc., any 
Stockholder, GS LP nor, to the knowledge of any Stockholder, GS LP, CERA LP or  
CERA Inc., any other party, is in breach or default in any material respect     
under any of the agreements, contracts or commitments set forth in Section 2.1.8
of the CERA Disclosure Letter and, except as set forth in Section 2.1.8 of the  
CERA Disclosure Letter, there exists no event or condition (including the       
Transactions) which has resulted or would result in a material breach or default
thereunder upon the giving of notice, the passage of time or both. All the      
agreements, contracts and commitments set forth in Section 2.1.8 of the CERA    
Disclosure Letter are legal, valid, binding, in full force and effect and       
enforceable against CERA LP, CERA Inc. or the applicable Founding Stockholder,  
as the case may be, except for such agreements, contracts and commitments as    
would not reasonably be expected to result in a CERA Material Adverse Effect.   

            2.1.9. Intellectual Property. (a) Schedule of Intellectual Property.
Section 2.1.9(a) of the CERA Disclosure Letter sets forth a correct and complete
list of all                                                                     

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of the material trade or service marks, registered copyrights and               
all other material Intellectual Property (other than unregistered copyrights)   
used or held for use in connection with, necessary for the conduct of, or       
otherwise material to the business and operations of CERA Inc. and CERA LP (the 
"CERA Intellectual Property") and sets forth the owner and nature of the        
interest of CERA LP or CERA Inc. therein. All of the material copyrights used or
held for use in connection with, necessary for the conduct of, or otherwise     
material to the business and operations of CERA Inc. and CERA LP have been duly 
registered. Section 2.1.9(a) of the CERA Disclosure Letter sets forth a correct 
and complete list of all material licenses, sublicenses or other similar        
material agreements (including any amendments thereto) to which CERA Inc. or    
CERA LP is a party, by which either of them is bound or under which either of   
them receives any benefits, relating to any CERA Intellectual Property (the     
"CERA Licenses"). Each CERA License is legal, valid, binding, in full force and 
effect and enforceable against CERA LP or CERA Inc., as applicable, and neither 
CERA Inc., CERA LP nor, to the knowledge of any Stockholder, GS LP, CERA LP or  
CERA Inc., any other party thereto is in breach or default in any material      
respect under any CERA License and there exists no event or condition (including
the Transactions) which has resulted or would result in a material breach or    
default thereunder upon the giving of notice, the passage of time or both.      
Except as set forth in Section 2.1.9(a) of the CERA Disclosure Letter, CERA LP  
or CERA Inc. has and immediately after the Closing will have the legal right to 
use the CERA Intellectual Property in connection with the business as currently 
conducted or contemplated to be conducted by CERA Inc. and CERA LP.             

            (b) No Infringement, etc. Except as disclosed in Section 2.1.9(b) of
the CERA Disclosure Letter, the business and operations of CERA Inc. and CERA LP
as currently conducted do not infringe or otherwise conflict with any rights of 
any Person in respect of any Intellectual Property, and neither CERA Inc., CERA 
LP nor any of their Affiliates has received notice or has actual knowledge of   
any such infringement or conflict, except such infringements and conflicts as,  
individually and in the aggregate, have not had and would not reasonably be     
expected to have a CERA Material Adverse Effect. To the knowledge of any of the 
Stockholders, GS LP, CERA Inc. or CERA LP, none of the CERA Intellectual        
Property owned by CERA Inc. or CERA LP is being materially infringed or, other  
than pursuant to license agreements in the ordinary course of business,         
otherwise materially used or available for use by any Person other              

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than CERA Inc. or CERA LP. No CERA Intellectual Property owned by CERA Inc. or  
CERA LP is subject to any outstanding Order or agreement restricting the use    
thereof by CERA Inc. or CERA LP with respect to its business or restricting the 
licensing thereof by CERA Inc. or CERA LP to any Person. Each trademark, trade  
dress or service mark and any registration or application therefor, mask work,  
copyright registration or application therefor included in any CERA Intellectual
Property owned by CERA Inc. or CERA LP is in proper form and has been properly  
maintained in all material respects and has otherwise been duly registered with,
filed in or issued by, as the case may be, the United States Patent and         
Trademark Office, the United States Copyright Office or such other applicable   
filing offices, domestic or foreign, and CERA Inc. or CERA LP has taken         
reasonable actions to ensure protection under any applicable laws, and such     
registrations, filings, issuances and other actions remain in full force and    
effect. Except as set forth in Section 2.1.9(b) of the CERA Disclosure Letter,  
neither CERA Inc. nor CERA LP has entered into any agreement to indemnify any   
other Person against any charge of infringement, dilution or violation of       
Intellectual Property rights, other than pursuant to any such agreements entered
into in connection with the use of commercially available information systems   
applications or entered into in the ordinary course of business in connection   
with the provision to clients of reports by CERA Inc. or CERA LP.               

  2.1.10. Insurance. Set forth in Section 2.1.10 of the CERA
Disclosure Letter is a complete and correct list of all of the insurance        
policies, including, without limitation, key man insurance policies, which are  
maintained for the benefit of CERA LP or CERA Inc. or with respect to the       
businesses conducted by CERA Inc. or CERA LP, the CERA Assets or both, together 
with a description with respect to each policy of the amount and types of       
coverage, limits and deductibles, inception and expiration dates and insurance  
carrier. CERA Inc. and CERA LP have made available to MGI complete and correct  
copies of all such policies together with all riders and amendments thereto.    
Such policies are in full force and effect and all premiums due thereon have    
been paid. Such policies, with respect to their amounts and types of coverage   
and limitations as to deductibles and self-insured retentions, are, to the      
knowledge of any of the Stockholders, GS LP, CERA Inc. or CERA LP, adequate and 
customary to insure against risks to which CERA Inc., CERA LP or the CERA Assets
are normally exposed in the operation of the businesses conducted by CERA Inc.  
and CERA LP.                                                                    

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        2.1.11. Litigation. Except as set forth in Section 2.1.11 of the
CERA Disclosure Letter, there is no claim, action, suit, litigation or          
proceeding at law or in equity, or investigation, arbitration, administrative or
other proceeding (each, "Litigation") by or before any governmental or other    
instrumentality or agency, pending (in the case of pending investigations only, 
to the knowledge of any Stockholder, GS LP, CERA LP or CERA Inc., and in the    
case of all other pending Litigation, without regard to knowledge), or, to the  
knowledge of any Stockholder, GS LP, CERA LP or CERA Inc., threatened, (i)      
against or affecting CERA LP, CERA Inc., the CERA Common Stock, the partnership 
interests in CERA LP, the CERA Assets or the businesses conducted by CERA Inc.  
and CERA LP, that would reasonably be expected to result in liability on the    
part of CERA Inc. or CERA LP in an amount in excess of $100,000 in the aggregate
or (ii) seeking to prevent or challenging the transactions contemplated by this 
Agreement. There are no outstanding orders, judgments, injunctions, awards,     
decrees or writs (each, an "Order") issued by any federal, state or local       
governmental authority, agency, board, commission, judicial, regulatory or      
administrative body, to which either CERA LP or CERA Inc. is a party or against 
either CERA LP or CERA Inc., or that, to the knowledge of any of the            
Stockholders, GS LP, CERA Inc. or CERA LP, have or would reasonably be expected 
to have a CERA Material Adverse Effect.                                         

           2.1.12. Compliance with Laws and Other Instruments. Each of CERA LP
and CERA Inc. and, to the extent that any action taken is or has been on behalf 
of or for the benefit of the businesses conducted by CERA Inc. or CERA LP (and  
excluding any actions solely in a Stockholder's personal capacity), each        
Stockholder is operating, and has at all times operated such business, in       
compliance with all laws, ordinances, rules and regulations (including all      
Environmental Laws and the respective Organizational Documents of each of CERA  
LP and CERA Inc.) and Orders applicable to CERA LP, CERA Inc., such business,   
any of the CERA Assets or the use, ownership and operation thereof, except to   
the extent that failures to be in such compliance would not, individually or in 
the aggregate, reasonably be expected to result in a CERA Material Adverse      
Effect.                                                                         

       2.1.13. Affiliate Relationships. Except as set forth in Section
2.1.13 of the CERA Disclosure Letter and other than (i) agreements listed in    
Section 2.1.8(c) of the CERA Disclosure Letter regarding compensation payable to
officers and employees who are also Stockholders and (ii) the GS Advisory       
Agreement, neither CERA LP nor CERA                                             

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Inc. has entered into any agreement, arrangement or other commitment or         
transaction with any Stockholder, GS LP or any of their Affiliates which        
involved, during the ten-month period ended April 30, 1997 (or is reasonably    
expected, during CERA Inc.'s fiscal year ending on June 30, 1998, to involve),  
payments or receipts in excess of $25,000 in any individual case or, in the     
aggregate, $100,000.                                                            

          2.1.14. Information in Registration Statement and Offer Documents.
None of the information supplied by any of the Stockholders, GS LP, CERA LP or  
CERA Inc. regarding any of them for inclusion or incorporation by reference in  
the Registration Statement or Offer Documents will, in the case of the          
Registration Statement, at the date of the effectiveness of the Registration    
Statement, and, in the case of the Offer Documents, at the date such materials  
are mailed to the holders of MGI Common Stock, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they are made, not misleading.                        

            2.1.15. Employees, Labor Matters, etc. Neither CERA Inc. nor CERA LP
is a party to or bound by any collective bargaining or other labor agreement,   
and there are no labor unions or similar organizations representing, or, to the 
knowledge of any of the Stockholders, GS LP, CERA Inc. or CERA LP, purporting to
represent or attempting to represent any employees employed by CERA Inc. or CERA
LP. Since June 30, 1994, there has not occurred or, to the knowledge of any of  
the Stockholders, GS LP, CERA LP or CERA Inc., been threatened any slowdown,    
work stoppage, concerted refusal to work overtime or other similar labor        
activity with respect to any employees of CERA Inc. or CERA LP, in any such     
case, that has had or would reasonably be expected to have or result in a CERA  
Material Adverse Effect or a material change in CERA Inc. or CERA LP's relations
with employees. There are no material labor disputes currently subject to any   
grievance procedure, arbitration or litigation and there is no representation   
petition pending or, to the knowledge of any of the Stockholders, GS LP, CERA LP
or CERA Inc., threatened with respect to any employee of CERA Inc. or CERA LP.  
Each of CERA Inc. and CERA LP has complied with all applicable laws pertaining  
to the employment or termination of employment of their respective employees    
except for any failure so to comply that, individually and in the aggregate,    
have not had and would not reasonably be expected to have or result in a CERA   
Material Adverse Effect.                                                        

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          2.1.16. ERISA. (a) Section 2.1.16(a) of the CERA Disclosure Letter
sets forth a complete and correct list of each "employee benefit plan," as such 
term is defined in section 3(3) of ERISA, and each bonus, incentive or deferred 
compensation, severance, termination, retention, change of control,             
equity-based, performance or other employee or retiree benefit or compensation  
plan, program, arrangement, agreement, policy or understanding, whether written 
or unwritten, maintained, sponsored or contributed to by CERA Inc. or with      
respect to which CERA Inc. is obligated to contribute or is a party             
(collectively, the "CERA Plans"). CERA LP does not maintain, sponsor, contribute
to or have an obligation to contribute to, and is not a party to, any such      
employee benefit plan or employee or retiree benefit or compensation plan,      
program, arrangement, agreement, policy or understanding. With respect to each  
CERA Plan, CERA Inc. or CERA LP have provided MGI complete and correct copies of
(i) such CERA Plan, if written, or a description of such CERA Plan if not       
written, and (ii) to the extent applicable to such CERA Plan, all trust         
agreements, insurance contracts or other funding agreements or arrangements, the
most recent actuarial and trust report, the most recent Form 5500 required to   
have been filed with the IRS and all schedules thereto, the most recent IRS     
determination letter, all current summary plan descriptions and any and all     
amendments to any such document. No other trade or business, whether or not     
incorporated, is currently or, within the preceding six years, has been required
to be treated as a "single employer" together with CERA LP or CERA Inc. pursuant
to clause (b), (c) or (m) of section 414 of the Code.                           

           (b) Each CERA Plan intended to be qualified under section 401(a) of
the Code, and the trust (if any) forming a part thereof, has received a         
favorable determination letter from the IRS as to its qualification under the   
Code and to the effect that each such trust is exempt from taxation under       
section 501(a) of the Code, and nothing has occurred since the date of such     
determination letter that could reasonably be expected to adversely affect such 
qualification or tax-exempt status.                                             

     (c) No CERA Plan is (i) subject to section 412 of the Code or
section 302 or Title IV of ERISA, (ii) a "multiemployer plan" within the meaning
of section 4001(a) of ERISA or (iii) a "multiple employer plan" within the      
meaning of section 4064 of ERISA.                                               

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          (d) Neither CERA Inc. nor CERA LP has incurred (either directly or
indirectly, including as a result of an indemnification obligation) any material
liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax
or joint and several liability provisions of the Code relating to employee      
benefit plans and, to the knowledge of any of the Stockholders, GS LP, CERA Inc.
or CERA LP, no event, transaction or condition has occurred or exists that could
result in any such liability to CERA Inc. or CERA LP or, following the Closing, 
the Parent or any of its Affiliates. All contributions and premiums required to 
have been paid by CERA Inc. to any CERA Plan under the terms of any such CERA   
Plan or its related trust, insurance contract or other funding arrangement, or  
pursuant to any applicable law (including ERISA and the Code) or collective     
bargaining agreement have been paid when due and, and to the extent not yet due,
have been properly and adequately reflected on the CERA Financial Statements.   

            (e) Each of the CERA Plans has been operated and administered in all
respects in compliance with its terms and all applicable laws except for any    
failure so to comply that, individually and in the aggregate, has not had and   
would not reasonably be expected to have or result in a CERA Material Adverse   
Effect. There are no material pending or, to the knowledge of any of the        
Stockholders, GS LP, CERA LP or CERA Inc., threatened claims by or on behalf of 
any of the CERA Plans, by any current or former director, officer or employee of
CERA Inc. or CERA LP or otherwise involving any such CERA Plan or the assets of 
any CERA Plan (other than routine claims for benefits, all of which have been   
fully reserved for on the CERA Financial Statements).                           

     (f) The consummation of the transactions contemplated by this
Agreement will not result in an increase in the amount of compensation or       
benefits or the acceleration of the vesting or timing of payment of any         
compensation or benefits payable to or in respect of or accrued on behalf of any
current or former director, officer or employee of CERA Inc. or CERA LP or      
entitle any such director, officer or employee to any severance or similar      
compensation or benefits.                                                       

          2.1.17. Brokers. There is no agreement that obligates any party to
pay any broker's or finder's fee or commission or similar compensation to any   
Person acting on behalf of the Stockholders, GS LP, CERA Inc. or CERA LP with   
respect to any sale of CERA Inc., of CERA LP, the assets of CERA Inc. and/or    
CERA LP or any equity interest or part-                                         

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nership interest in either of them, other than to Wm. Sword & Co. and Mr. Edward
Jordan, whose fees shall be paid in accordance with Sections 8.2 and 5.5(i)(b), 
respectively.                                                                   

          2.1.18. Clients. Except as set forth in Section 2.1.18 of the CERA
Disclosure Letter, no client of the business conducted by CERA Inc. and CERA LP 
and required to be listed in Section 2.1.8(a) of the CERA Disclosure Letter has 
given notice to CERA LP, CERA Inc. or any Founding Stockholder to cancel or     
otherwise terminate or reduce, or, to the knowledge of any of the Stockholders, 
GS LP, CERA LP or CERA Inc., threatened to cancel, terminate or reduce, a       
material portion of its agreements or relationships with CERA LP or CERA Inc.,  
or, to the extent it relates to such business, any Founding Stockholder, and    
none of the Stockholders, GS LP, CERA LP or CERA Inc. has any knowledge of any  
intention of any such client to do so.                                          

           2.2 Representations and Warranties of the Stockholders. Each of the
Stockholders hereby represents and warrants, severally but not jointly, to MGI, 
the Parent and Merger Sub on the date hereof that the representations and       
warranties contained in this Section 2.2 are true and correct as of the date    
hereof, except as set forth in the section of the CERA Disclosure Letter that   
corresponds to the subsection of this Agreement in respect of which such        
exception is being made.                                                        

          2.2.1. Authorization. Such Stockholder has the capacity to execute
and deliver this Agreement and the other agreements and instruments to be       
entered into in connection herewith to which such Stockholder is or will be a   
party, to perform such Stockholder's obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby to be consummated by
it. This Agreement has been duly executed and delivered by such Stockholder and 
this Agreement constitutes and, when executed, such other agreements and        
instruments to which such Stockholder is or will be a party will constitute,    
valid and binding obligations of such Stockholder, enforceable against such     
Stockholder in accordance with their respective terms. All Consents required to 
authorize such Stockholder's execution of this Agreement and such other         
agreements and instruments have been obtained.                                  

            2.2.2. No Violations; Consents and Approvals. Except as set forth in
Section 2.2.2 of the CERA Disclosure Letter, the execution, delivery and        
performance by such Stockholder of this Agreement and the other agreements and  

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instruments to be entered into by such Stockholder in connection herewith, and  
the consummation of the transactions contemplated hereby and thereby to be      
consummated by such Stockholder, do not and will not, with or without the giving
of notice or the lapse of time or both: (a) violate any statute, ordinance,     
rule, regulation or Order of any court or of any Governmental Authority         
applicable to such Stockholder, or by which such Stockholder's properties or    
assets may be bound; (b) require such Stockholder to obtain the consent of any  
Governmental Authority or any other Person or (c) result in a violation or      
breach of, conflict with, or constitute a default (or give rise to any right of 
termination, cancellation, payment or acceleration) under, any of the terms of  
any note, agreement, contract, license, lease or other instrument or obligation 
to which such Stockholder is a party or by which such Stockholder or its        
properties or assets may be bound.                                              

       2.2.3. Ownership. As of the date hereof, such Stockholder owns,
beneficially and of record, all of the outstanding shares of CERA Common Stock  
listed in Section 2.2.3 of the CERA Disclosure Letter as being owned by such    
Stockholder (it being understood that, in the case of a Stockholder that is a   
trust, such Stockholder shall not be required to list in such Section 2.2.3 the 
grantor or the beneficiaries of such trust), free and clear of any Liens, and as
of the Closing Date, all of such shares of CERA Common Stock will be owned,     
beneficially and of record, by such Stockholder, free and clear of any Liens.   
Upon the CERA Stock Exchange, the Parent will acquire good and valid title to   
all of the shares of CERA Common Stock exchanged by such Stockholder, free and  
clear of any Liens.                                                             

            2.3 Additional Representations and Warranties of GS LP. GS LP hereby
represents and warrants to MGI, the Parent and Merger Sub and each of the       
Stockholders on the date hereof that the representations and warranties         
contained in this Section 2.3 are true and correct as of the date hereof.       

           2.3.1. Existence and Good Standing; Power and Authority. GS LP is a
limited partnership duly formed, validly existing and in good standing under the
laws of the State of Delaware. There is no bankruptcy, reorganization or similar
proceeding pending against GS LP or any of its partners. GS LP has all necessary
partnership power and authority to execute and deliver this Agreement and the   
other agreements and instruments to be entered into in connection herewith to   
which GS LP is or will be a party, to                                           

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perform its obligations hereunder and thereunder and to consummate the          
transactions contemplated hereby and thereby to be consummated by it. The       
execution, delivery and performance by GS LP of this Agreement and the other    
agreements and instruments to be entered into in connection herewith to which GS
LP is or will be a party, and the consummation of the transactions contemplated 
hereby and thereby to be consummated by it, have been duly authorized and       
approved by all necessary partnership action of GS LP. This Agreement has been  
duly executed and delivered by GS LP, and this Agreement constitutes and, when  
executed, such other agreements and instruments to which GS LP is or will be a  
party will constitute, valid and binding obligations of GS LP, enforceable      
against it in accordance with their respective terms. All Consents required to  
authorize GS LP's execution of this Agreement and such other agreements and     
instruments have been obtained.                                                 

    2.3.2. No Violations; Consents and Approvals. The execution,
delivery and performance by GS LP of this Agreement and the other agreements and
instruments to be entered into in connection herewith to which GS LP is or will 
be a party and the consummation of the transactions contemplated hereby and     
thereby to be consummated by it do not and will not, with or without the giving 
of notice or the lapse of time or both: (a) violate, conflict with, or result in
a breach or default under any provision of the limited partnership agreement or 
other Organizational Documents of GS LP; (b) violate any statute, ordinance,    
rule, regulation or Order of any court or of any Governmental Authority         
applicable to GS LP or by which any of its properties or assets may be bound;   
(c) require GS LP to obtain any Governmental Authority or any other Person; or  
(d) result in a violation or breach of, conflict with, or constitute a default  
(or give rise to any right of termination, cancellation, payment or             
acceleration) under, any of the terms of any note, agreement, contract, license,
lease or other instrument or obligation to which GS LP is a party or by which it
or any of its properties or assets may be bound.                                

         2.3.3. Ownership. As of the date hereof, GS LP owns, beneficially
and of record, the GS Partnership Interests, and as of the Closing Date, GS LP  
will own, beneficially and of record, the portion of the GS Partnership         
Interests not purchased by CERA Inc. as part of the CERA Cash Distribution, in  
each case free and clear of any Liens. Upon the CERA Cash Distribution, CERA    
Inc. will acquire good and valid title and all right and interest in            
and to the                                                                      

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portion of the GS Partnership Interest to be transferred to CERA Inc.           
in the CERA Cash Distribution, free and clear of any Liens, and upon the GS     
Partnership Interest Exchange, the Parent will acquire good and valid title and 
all right and interest in and to the portion of the GS Partnership Interest     
being transferred by GS LP in the GS Partnership Interest Exchange, free and    
clear of any Liens.                                                             

            2.4 Representations and Warranties of MGI. MGI hereby represents and
warrants to the Stockholders and GS LP on the date hereof that the              
representations and warranties contained in this Section 2.4 are true and       
correct as of the date hereof, except to the extent that any such representation
and warranty is expressly stated herein to be as of a date other than the date  
hereof, in which case such representation and warranty is true and correct as of
such date, and in each case except as set forth in the section of the disclosure
letter delivered by MGI to CERA Inc. and GS LP on or before the date of this    
Agreement (the "MGI Disclosure Letter") that corresponds to the subsection of   
this Agreement in respect of which such exception is being made.                

    2.4.1. Authorization. MGI and each other MCM Company has all
requisite corporate power and authority to execute and deliver this Agreement   
and the other agreements and instruments to be entered into by it in connection 
herewith, as applicable, to perform its obligations hereunder and thereunder and
to consummate the transactions contemplated hereby and thereby to be consummated
by it. The execution, delivery and performance by MGI or any other MCM Company  
of this Agreement and the other agreements and instruments to be executed or    
delivered by it in connection herewith to which MGI or such other MCM Company is
or will be a party, and the consummation of the transactions contemplated hereby
and thereby to be consummated by MGI or such other MCM Company, other than any  
financing that may be necessary or appropriate in connection with such          
consummation, have been duly authorized and approved by all necessary corporate 
action of MGI or such other MCM Company, as the case may be. This Agreement has 
been duly executed and delivered by MGI and this Agreement constitutes and, when
executed, such other agreements and instruments to be executed or delivered by  
it or the applicable MCM Company in connection herewith to which MGI or any     
other MCM Company is or will be a party will constitute, valid and binding      
obligations of MGI or such other MCM Company, as the case may be, enforceable   
against MGI and such other MCM Company, as applicable, in accordance with their 
respective terms. All Consents required to authorize execution by MGI and each  

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such other MCM Company, as applicable, of this Agreement and such other         
agreements and instruments to which MGI or any other MCM Company is or will be a
party, as applicable, have been obtained.                                       

            2.4.2. No Violations; Consents and Approvals. Except as set forth in
Section 2.4.2 of the MGI Disclosure Letter, the execution, delivery and         
performance by MGI of this Agreement and the execution, delivery and performance
by MGI or any other MCM Company, as the case may be, of the other agreements and
instruments to be entered into by MGI or such other MCM Company, as applicable, 
in connection herewith, and the consummation of the transactions contemplated   
hereby and thereby to be consummated by it, do not and will not, with or without
the giving of notice or the lapse of time or both: (a) violate, conflict with or
result in a breach or default under any provision of the Organizational         
Documents of any MCM Company; (b) violate any statute, ordinance, rule,         
regulation or Order of any court or of any Governmental Authority applicable to 
any MCM Company, or by which any of its properties or assets may be bound; (c)  
require any MCM Company to obtain the Consent of any Governmental Authority or  
any other Person; or (d) result in a violation or breach of, conflict with,     
constitute a default (or give rise to any right of termination, cancellation,   
payment or acceleration) under, or result in the creation of any Lien upon any  
of the properties or assets of any MCM Company under, any of the terms of any   
note, agreement, contract, license, lease or other instrument or obligation to  
which any MCM Company is a party, or by which any MCM Company or its properties 
or assets may be bound.                                                         

           2.4.3. Ownership. As of the date hereof, (i) The Clayton & Dubilier
Private Equity Fund IV Limited Partnership, a Connecticut limited partnership   
("Fund IV"), owns, beneficially and of record, all of the outstanding shares of 
MGI Common Stock listed in Section 2.4.3 of the MGI Disclosure Letter as being  
owned by Fund IV, free and clear of any Liens, and as of the Closing Date, all  
of such shares of MGI Common Stock will be owned, beneficially and of record, by
Fund IV, free and clear of any Liens, and (ii) each stockholder of MGI owns of  
record all of the outstanding shares of MGI Common Stock listed in Section 2.4.3
of the MGI Disclosure Letter as being owned by such MGI stockholder.            

     2.4.4. Existence and Good Standing. MGI is a corporation duly
organized, validly existing and in good                                         

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standing under the laws of the State of Delaware. There is no bankruptcy,       
reorganization or similar proceeding pending against any of the MCM Companies.  
MCM is a corporation duly organized, validly existing and in good standing under
the laws of the State of New York. Each of the MCM Companies is duly organized, 
validly existing and in good standing under the laws of the jurisdiction of its 
incorporation, formation or organization (as the case may be), has all necessary
corporate power and authority to own, lease or license the property owned or    
used by it, and to conduct its business as and in the places where its business 
is now being conducted. Section 2.4.4(ii) of the MGI Disclosure Letter sets     
forth a description (including the name of each party thereto and of each       
written agreement relating thereto or, if no such written agreement exists, a   
description of the material terms thereof) of each joint venture or partnership,
or similar agreement or arrangement involving a sharing of profits or expenses  
during the year ended December 31, 1996 in excess of $10,000 in the case of any 
such agreement or arrangement or $25,000 in the aggregate in the case of all    
such agreements or arrangements, to which any MCM Company is a party or by which
any of them may be bound. Each MCM Company is duly qualified or licensed to do  
business and is in good standing in each of the jurisdictions in which the      
nature of its business or the properties owned or leased by it makes such       
qualification or licensing necessary, except for such jurisdictions where the   
failure to so qualify or be licensed does not have and would not reasonably be  
expected to have an MGI Material Adverse Effect.                                

          2.4.5. Capitalization; Ownership. (a) The authorized capital stock
of MGI consists of (i) 500,000 shares of MGI Class A Common Stock, of which     
330,000 shares are issued and outstanding as of the date hereof, (ii) 60,000    
shares of MGI Class B Common Stock, of which no shares are issued and           
outstanding as of the date hereof and (iii) 80,000 shares of MGI Class C Common 
Stock, of which 17,400 shares are issued and outstanding as of the date hereof. 
All of the outstanding shares of MGI Common Stock have been duly authorized and 
validly issued and are fully paid and nonassessable.                            

      (b) Section 2.4.5(b) of the MGI Disclosure Letter sets forth a
complete and correct (i) list of all members of the MCM Group other than MGI and
(ii) description of the authorized stock or other equity interests of each      
member of the MCM Group (other than MGI) and the amount of such stock or other  
equity interests that are issued and outstanding as of the date hereof. All of  
such outstanding shares of stock                                                

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or other equity interests of each member of the MCM Group (other than MGI) have 
been duly authorized and validly issued and are fully paid and nonassessable.   
All of such outstanding shares of capital stock or other equity interests of    
each member of the MCM Group (other than MGI) are owned, beneficially and of    
record, by the Person listed in Section 2.4.5(b) of the MGI Disclosure Letter as
being the owner of such shares or other equity interests. None of the MCM       
Companies holds, beneficially or of record, any capital stock or other equity   
interests of any Person that is not an MCM Company, except for publicly traded  
equity securities not exceeding 10% of the outstanding equity securities of such
Person or in connection with short-term instruments or cash management.         

         (c) Other than as set forth in the Registration and Participation
Agreement and as set forth in Section 2.4.5(c) of the MGI Disclosure Letter,    
there are no preemptive or similar rights with respect to the MGI Common Stock  
or any other equity securities of any MCM Company. Except for this Agreement and
the Existing MGI Options, no (i) subscriptions, options, warrants, conversion or
other rights, agreements, commitments, arrangements or understandings of any    
kind obligating any MCM Company to issue or sell any shares of capital stock of 
any MCM Company or any other equity interests therein or (ii) securities        
convertible into or exchangeable for any such shares or interests are           
outstanding, and no authorization therefor has been given. Section 2.4.3 of the 
MGI Disclosure Letter sets forth, as of the date hereof, a correct and complete 
list of all holders of Existing MGI Options, setting forth with respect to each 
such holder (x) the number and class of shares of MGI Common Stock subject to   
the Existing MGI Options held by such holder and (y) the exercise price of the  
Existing MGI Options held by such holder. Except for the MGI Management Stock   
Subscription Agreements, there are no outstanding contractual obligations of any
MCM Company to repurchase, redeem or otherwise acquire any MGI Common Stock or  
any other equity securities of any MCM Company.                                 

      2.4.6. Financial Statements. MGI has delivered to the Founding
Stockholders and GS LP complete and correct copies of the audited consolidated  
financial statements of the MCM Group as at and for the fiscal years ended      
December 31, 1996, 1995 and 1994, together with the respective opinions thereon 
of KPMG Peat Marwick LLP, the independent public accountants of the MCM Group   
for 1995 and 1994, respectively, and of Coopers & Lybrand LLP, the independent  
public accountants of the MCM Group for 1996, and                               

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the unaudited consolidated financial statements of the MCM Group as at and for  
the three-month period ended March 31, 1997, including in each case a balance   
sheet, a statement of income, a statement of stockholders' equity and a         
statement of cash flows, and, in the case of such audited consolidated financial
statements, accompanying notes (the "MGI Financial Statements").                

            The MGI Financial Statements present fairly in all material respects
the financial position of the MCM Group as at the respective dates or for the   
respective periods thereof, and have been prepared in accordance with GAAP      
applied on a consistent basis throughout the periods presented in the MGI       
Financial Statements subject, in the case of interim unaudited MGI Financial    
Statements, only to normal recurring year-end adjustments and the absence of    
notes. The books and records of the MCM Companies have been maintained in the   
ordinary course of business.                                                    

            2.4.7. Absence of Undisclosed Liabilities. The MCM Companies have no
liabilities or obligations of any nature, whether known, unknown, absolute,     
accrued, contingent or otherwise and whether due or to become due, except (a) as
set forth in Section 2.4.7 of the MGI Disclosure Letter, (b) as and to the      
extent disclosed or reserved against in the unaudited balance sheet of the MCM  
Companies, dated March 31, 1997, that has been delivered to the Parent, the     
Founding Stockholders and GS LP, or specifically disclosed in the notes thereto,
(c) for liabilities and obligations that are incurred in the ordinary course of 
business after the date of such balance sheet, are consistent with past         
practices and are not prohibited by this Agreement, (d) for liabilities and     
obligations that are expressly contemplated by this Agreement and (e) for       
liabilities and obligations that, individually or in the aggregate, are not and 
would not reasonably be expected to have an MGI Material Adverse Effect.        

            2.4.8. Absence of Changes. Since March 31, 1997, except as set forth
in Section 2.4.8 of the MGI Disclosure Letter or except as expressly            
contemplated by this Agreement, the businesses of the MCM Companies have been   
conducted in the ordinary course consistent with past practices and the MCM     
Companies have not: (a) suffered any MGI Material Adverse Effect, (b) modified  
or amended any material term of any material agreement, contract or commitment  
attached as an Exhibit to this Agreement or listed in Section 2.4.11 of the MGI 
Disclosure Letter or (c) entered into any transaction other than in the ordinary

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course of business consistent with past practices. Since March 31, 1997, except 
as set forth in Section 2.4.8 of the MGI Disclosure Letter, except as expressly 
contemplated by this Agreement or, as of the Closing Date with respect to       
matters occurring on or after the date hereof, except in compliance with the    
provisions of Section 3.2.1 or 3.2.2, (i) neither MGI, MCM nor MCM Asia Pacific 
Co., Ltd. has authorized, declared or paid or made any dividend or other        
distribution in respect of its capital stock or purchased, redeemed, issued or  
transferred or agreed to purchase, redeem, issue or transfer, directly or       
indirectly, any shares of its capital stock, warrants, options or other rights  
to acquire any such shares or securities convertible into or exchangeable for   
any such shares, (ii) no MCM Company has (x) incurred any indebtedness for      
borrowed money, guaranteed any such indebtedness, issued or sold any debt       
securities or guaranteed any debt securities of others or (y) entered into or   
amended any employment, retention, severance, change in control or similar      
agreement or arrangement of the type described in Section 2.4.11(d) (taking into
account the dollar thresholds set forth in such subsection) with any current or 
former director, officer, stockholder or employee of any MCM Company, other that
in the ordinary course of business consistent with past practices, (iii) neither
MGI nor any other MCM Company has (A) established or amended any material       
employee compensation or benefit plan or practice maintained for the benefit of,
or (B) paid or accrued any bonus or deferred compensation for or in respect of, 
any current or former director, officer, stockholder or employee of MGI or any  
other MCM Company, in the case of clause (A), other than in the ordinary course 
of business consistent with past practices, (iv) no MCM Company has entered into
any agreement, contract or commitment (other than this Agreement) for the sale  
of MGI, MCM, the assets of MGI or MCM or any equity interests in MGI or MCM, or 
the sale of any other MCM Company that is material to the MCM Companies taken as
a whole, the assets of any such MCM Company or any equity interests in any such 
MCM Company, and (v) none of the applicable MCM Companies has taken any action  
or omitted to take any action (or committed to take any action or omit to take  
any action) that would result in the occurrence of any of the foregoing.        

           2.4.9. Taxes. (a) Filing of Returns and Payment of Taxes. Except as
set forth in Section 2.4.9(a) of the MGI Disclosure Letter, all material Returns
required to be filed by or on behalf of any MCM Company ("MCM Returns") on or   
before the Closing Date have (or by the Closing Date will have) been duly and   
timely filed, and none of the MCM Com-                                          

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panies is currently the beneficiary of any extension of time within which to    
file any MCM Return. Except for Taxes set forth in Section 2.4.9(a) of the MGI  
Disclosure Letter, which are being contested in good faith and by appropriate   
proceedings or which can be paid without interest or penalties, the following   
Taxes (collectively, "MCM Taxes") have (or by the Closing Date will have) been  
duly and timely paid: (i) all Taxes shown to be due on the MCM Returns and (ii) 
all material Taxes due and payable on or before the Closing Date that are or may
become payable by any MCM Company or chargeable as a Lien upon the assets       
thereof (whether or not shown on any Return). Except as set forth in Section    
2.4.9(a) of the MGI Disclosure Letter, all material Employment and Withholding  
Taxes required to be paid or withheld by or on behalf of any MCM Company or for 
which any MCM Company is or may become liable ("MCM Employment and Withholding  
Taxes") have been either duly and timely paid to the proper Governmental        
Authority or properly set aside in accounts for such purpose.                   

           (b) Extensions, etc. Except as set forth in Section 2.4.9(b) of the
MGI Disclosure Letter, no written agreement or other document extending, or     
having the effect of extending, the period of assessment or collection of any   
MCM Taxes or MCM Employment and Withholding Taxes, and no power of attorney with
respect to any such Taxes, has been executed or filed with the IRS or any other 
taxing authority.                                                               

            (c) Tax Filing Groups; Income Tax Jurisdictions. Except as set forth
in Section 2.4.9(c) of the MGI Disclosure Letter, none of the MCM Companies is  
or has been a member of any affiliated, consolidated, combined or unitary group 
for purposes of filing Returns or paying Taxes at any time since July 1, 1993.  
Set forth in Section 2.4.9(c) of the MGI Disclosure Letter are all countries,   
states, provinces, cities or other jurisdictions in which any MCM Company       
currently files or has filed an Income Tax Return within the last three years.  

           (d) Copies of Returns; Audits, etc. MGI has (or by the Closing Date
will have) delivered to the Founding Stockholders and GS LP complete and        
accurate copies of all MCM Returns with respect to federal consolidated Income  
Taxes and separate state Income Taxes for all periods beginning on or after July
1, 1993 that have been filed or will be required to be filed (after giving      
effect to all valid extensions of time for filing) on or before the Closing     
Date. Except as set forth in Section 2.4.9(d) of                                

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the MGI Disclosure Letter, (i) no MCM Taxes or MCM Employment and Withholding   
Taxes have been asserted by any Governmental Authority since January 1, 1994 to 
be due, (ii) no revenue agent's report or written assessment for Taxes has been 
issued by any Governmental Authority in the course of any audit that has been   
completed since July 1, 1993 with respect to MCM Taxes or MCM Employment and    
Withholding Taxes and (iii) no issue has been raised by any Governmental        
Authority in the course of any audit that has not been completed with respect to
MCM Taxes or MCM Employment and Withholding Taxes, which issue has been raised  
in a writing that has been received by any of the MCM Companies. Except as set  
forth in Section 2.4.9(d) of the MGI Disclosure Letter, no Return is currently  
under audit by any other taxing authority, and no Employment and Withholding    
Taxes are currently under audit by any taxing authority. Except as set forth in 
Section 2.4.9(d) of the MGI Disclosure Letter, neither the IRS nor any other    
taxing authority is now asserting in writing against any of the MCM Companies   
any deficiency or claim for additional Taxes or Employment and Withholding Taxes
or any adjustment of Taxes or Employment and Withholding Taxes.                 

         (e) Section 1445(a) of the Code. No amount will be required to be
deducted or withheld pursuant to section 1445(a) of the Code in connection with 
the Merger.                                                                     

           (f) Tax Sharing Agreements. Except as set forth in Section 2.4.9(f)
of the MGI Disclosure Letter, none of the MCM Companies is a party to or bound  
by or has any obligation under any Tax sharing agreement or arrangement.        

   (g) Disclosure. Each subsection of Section 2.4.9 of the MGI
Disclosure Letter sets forth, for each relevant item set forth in such          
subsection thereof, the name of the MCM Company, the taxing jurisdiction, the   
type of Tax and the taxable period or periods involved.                         

            2.4.10. Properties and Assets. (a) Except insofar as would not have,
or reasonably be expected to have, an MGI Material Adverse Effect, each MCM     
Company has good and valid title to, or otherwise has sufficient and legally    
enforceable right to use, all of the properties and assets (real, personal or   
mixed, tangible or intangible, including Intellectual Property), used or held   
for use in connection with, necessary for the conduct of, or otherwise material 
to, the businesses conducted by it (the "MGI Assets"). The MGI Assets that are  
owned by any MCM Company are owned free and clear of any Liens other than (i)   
liens                                                                           

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for Taxes not yet due and payable or that are being contested in good faith and 
by appropriate proceedings, (ii) statutory liens incurred in the ordinary course
of business that, individually and in the aggregate, have not had and would not 
reasonably be expected to have an MGI Material Adverse Effect, and (iii)        
encumbrances and easements that do not materially detract from the value or     
materially interfere with the use of the properties affected thereby (the       
exceptions described in the foregoing clauses (i), (ii) and (iii) being referred
to as "Permitted MCM Liens").                                                   

     (b) None of the MCM Companies owns any real property. Section
2.4.10(b) of the MGI Disclosure Letter contains a complete and correct list of  
all real property leases, subleases and occupancy agreements to which any MCM   
Company is a party (each, an "MGI Lease") setting forth the address, landlord   
and tenant for each MGI Lease. MGI has delivered to the Founding Stockholders   
and GS LP correct and complete copies of the MGI Leases. Except insofar as would
not have, or reasonably be expected to have, an MGI Material Adverse Effect, (i)
each MGI Lease, other than the MGI Lease with respect to MCM's principal offices
in New York, New York, is legal, valid, binding, in full force and effect and   
enforceable against the applicable MCM Company and, to the knowledge of MGI,    
against the other parties thereto, (ii) the applicable MCM Company is not in    
default, violation or breach under any such MGI Lease, and no event has occurred
and is continuing that constitutes or, with notice or the passage of time or    
both, would constitute a default, violation or breach under any such MGI Lease, 
and (iii) each such MGI Lease grants the tenant under such MGI Lease the right  
to use and occupy the premises and rights demised and intended to be demised    
thereunder, which right is sufficient for the purposes for which such premises  
and rights are or are contemplated to be used or occupied by such tenant. The   
MGI Lease with respect to MCM's principal offices in New York, New York (the    
"MCM Headquarters Lease") is legal, valid, binding, in full force and effect and
enforceable against MCM and, to the knowledge of MGI, the other parties thereto.
MCM is not in default, violation or breach in any material respect under the MCM
Headquarters Lease, and no event has occurred and is continuing that constitutes
or, with notice or the passage of time or both, would constitute a default,     
violation or breach under the MCM Headquarters Lease that would reasonably be   
expected to have an MGI Material Adverse Effect. The MCM Headquarters Lease     
grants the tenant thereunder the right to use and occupy the premises and rights
demised and intended to be demised thereunder, which right is sufficient for the
purposes for                                                                    

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which such premises and rights are or are contemplated to be used or occupied by
such tenant.                                                                    

           2.4.11. Contracts. Section 2.4.11 of the MGI Disclosure Letter sets
forth a correct and complete list, as of the date hereof, of all agreements,    
contracts and commitments (including the names of each party thereto), or, in   
the case of clause (b) below, of all customers party to all agreements,         
contracts and commitments, of the following types (taking into account any      
specified dollar thresholds) to which any MCM Company is a party or by or       
pursuant to which any MCM Company is bound or is receiving (or will receive)    
payments or other benefits even if not a party to such agreement: (a) all       
contracts with vendor distribution firms, including any oral arrangements       
relating thereto or extensions thereof, (b) each customer party to any contract 
or group of contracts, including any oral arrangements relating thereto or      
extensions thereof, with respect to which customer any MCM Company expects, as  
of the date hereof, to receive, during the year ending December 31, 1997,       
revenues in excess of $200,000 in the aggregate, (c) loan agreements and other  
agreements relating to indebtedness for borrowed money, promissory notes, bonds,
guaranties, letters of credit, credit facilities, mortgages, security           
agreements, pledge agreements, deferred purchase price agreements, sale and     
leaseback agreements or similar agreements, (d) (i) employment, consulting and  
agency agreements or arrangements involving, during the twelve-month period     
ended March 31, 1997, accruals (for financial reporting purposes) by any MCM    
Company in excess of $25,000 with respect to any particular such agreement or   
arrangement, other than any employment or consulting agreement or arrangement   
involving accruals during such period of less than $90,000 that is terminable at
will or subject to such limitations on termination as may be imposed by         
Applicable Law, by the applicable employer or entity being provided with        
consulting services, without the payment of any amount in excess of such amount 
as may be required by Applicable Law, or (ii) severance, retention, bonus,      
change in control and other similar agreements or arrangements involving, during
the twelve-month period ended March 31, 1997 (or reasonably expected as of the  
date hereof to involve in any calendar year commencing on or after January 1,   
1997), accruals (for financial reporting purposes) by any MCM Company in excess 
of $25,000 with respect to any particular such agreement or arrangement or in   
excess of $100,000 with respect to all such agreements and arrangements in the  
aggregate, (e) any contracts or other documents that on or after the Closing    
Date substantially limit or will limit the                                      

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freedom of any MCM Company to compete in any line of business and (f) any other 
contract or commitment that is material to any MCM Company or its business or   
not made in the ordinary course of business. Neither the applicable MCM Company 
nor, to the knowledge of MGI, any other party, is in breach or default in any   
material respect under any of the agreements, contracts or commitments set forth
in Section 2.4.11 of the MGI Disclosure Letter and, except as set forth in      
Section 2.4.11 of the MGI Disclosure Letter, there exists no event or condition 
(including the Transactions) which has resulted or would result in a material   
breach or default thereunder upon the giving of notice, the passage of time or  
both. All the agreements, contracts and commitments set forth in Section 2.4.11 
of the MGI Disclosure Letter are legal, valid, binding, in full force and effect
and enforceable against the applicable MCM Company, except for such agreements, 
contracts and commitments as would not reasonably be expected to result in an   
MGI Material Adverse Effect.                                                    

   2.4.12. Intellectual Property. (a) Schedule of Intellectual
Property. Section 2.4.12(a) of the MGI Disclosure Letter sets forth a correct   
and complete list of all of the material trade or service marks, registered     
copyrights and all other material Intellectual Property (other than unregistered
copyrights) used or held for use in connection with, necessary for the conduct  
of, or otherwise material to the business and operations of the MCM Companies   
(the "MGI Intellectual Property") and sets forth the owner and nature of the    
interest of the applicable MCM Company therein. All of the material copyrights  
used or held for use in connection with, necessary for the conduct of, or       
otherwise material to the business and operations of the MCM Companies have been
duly registered. Section 2.4.12(a) of the MGI Disclosure Letter sets forth a    
correct and complete list of all material licenses, sublicenses or other similar
material agreements (including any amendments thereto) to which any MCM Company 
is a party by which it is bound or under which it receives any benefits,        
relating to any MGI Intellectual Property (the "MCM Licenses"). Each MCM License
is legal, valid, binding, in full force and effect and enforceable against the  
MCM Company party thereto, and neither such MCM Company nor, to the knowledge of
MGI, any other party thereto is in breach or default in any material respect    
under any MCM License and there exists no event or condition (including the     
Transactions) which has resulted or would result in a material breach or default
thereunder upon the giving of notice, the passage of time or both. Except as set
forth in Section 2.4.12(a) of the MGI Disclosure                                

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Letter, the applicable MCM Company has and immediately after the Closing will   
have the legal right to use the MGI Intellectual Property in connection with the
business as currently conducted or contemplated to be conducted by the MCM      
Companies.                                                                      

          (b) No Infringement, etc. Except as disclosed in Section 2.4.12(b)
of the MGI Disclosure Letter, the business and operations of the MCM Companies  
as currently conducted do not infringe or otherwise conflict with any rights of 
any Person in respect of any Intellectual Property, and none of the MCM         
Companies has received notice or has actual knowledge of any such infringement  
or conflict, except such infringements and conflicts as, individually and in the
aggregate, have not had and would not reasonably be expected to have an MGI     
Material Adverse Effect. To the knowledge of MGI, none of the MGI Intellectual  
Property owned by any MCM Company is being materially infringed or, other than  
pursuant to license agreements in the ordinary course of business, otherwise    
materially used or available for use by any Person other than the MCM Companies.
No MGI Intellectual Property owned by any MCM Company is subject to any         
outstanding Order or agreement restricting the use thereof by any MCM Company   
with respect to its business or restricting the licensing thereof by the MCM    
Companies to any Person. Each trademark, trade dress or service mark and any    
registration or application therefor, mask work, copyright registration or      
application therefor included in any MGI Intellectual Property owned by any MCM 
Company is in proper form and has been properly maintained in all material      
respects and has otherwise been duly registered with, filed in or issued by, as 
the case may be, the United States Patent and Trademark Office, the United      
States Copyright Office or such other applicable filing offices, domestic or    
foreign, and the applicable MCM Company has taken reasonable actions to ensure  
protection under any applicable laws, and such registrations, filings, issuances
and other actions remain in full force and effect. Except as set forth in       
Section 2.4.12(b) of the MGI Disclosure Letter, none of the MCM Companies has   
entered into any agreement to indemnify any other Person against any charge of  
infringement, dilution or violation of Intellectual Property rights, other than 
pursuant to any such agreements entered into in connection with the use of      
commercially available information systems applications.                        

            2.4.13. Insurance. Set forth in Section 2.4.13 of the MGI Disclosure
Letter is a complete and correct list of all of the insurance policies,         
including, without limi-                                                        

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tation, key man insurance policies, which are maintained for the benefit of any 
MCM Company or with respect to the businesses conducted by the MCM Companies,   
the MGI Assets or both, together with a description with respect to each policy 
of the amount and types of coverage, limits and deductibles, inception and      
expiration dates and insurance carrier. MGI has made available to the Founding  
Stockholders and GS LP complete and correct copies of all such policies together
with all riders and amendments thereto. Such policies are in full force and     
effect and all premiums due thereon have been paid. Such policies, with respect 
to their amounts and types of coverage and limitations as to deductibles and    
self-insured retentions, are, to the knowledge of MGI, adequate and customary to
insure against risks to which the MCM Companies or the MGI Assets are normally  
exposed in the operation of the businesses conducted by the MCM Companies.      

            2.4.14. Litigation. Except as set forth in Section 2.4.14 of the MGI
Disclosure Letter, there is no Litigation by or before any governmental or other
instrumentality or agency, pending (in the case of pending investigations only, 
to the knowledge of MGI, and in the case of all other pending Litigation,       
without regard to knowledge), or, to the knowledge of MGI, threatened, (i)      
against or affecting the MCM Companies, the MGI Common Stock, the MGI Assets or 
the businesses conducted by the MCM Companies, that would reasonably be expected
to result in liability on the part of the MCM Companies in an amount in excess  
of $100,000 in the aggregate or (ii) seeking to prevent or challenging the      
transactions contemplated by this Agreement. There are no outstanding Orders    
issued by any federal, state or local governmental authority, agency, board,    
commission, judicial, regulatory or administrative body, to which any MCM       
Company is a party or against any MCM Company, or that, to the knowledge of MGI,
have or would reasonably be expected to have an MGI Material Adverse Effect.    

   2.4.15. Compliance with Laws and Other Instruments. The MCM
Companies have at all times operated their respective businesses in compliance  
with all laws, ordinances, rules and regulations (including all Environmental   
Laws and the respective Organizational Documents of each of the MCM Companies)  
and Orders applicable to any MCM Company, such business, any of the MGI Assets  
or the use, ownership and operation thereof, except to the extent that failures 
to be in such compliance would not, individually or in the aggregate, reasonably
be expected to                                                                  

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result in an MGI Material Adverse Effect.                                       

       2.4.16. Affiliate Relationships. Except as set forth in Section
2.4.16 of the MGI Disclosure Letter and other than the Fund IV Indemnification  
Agreement, the CD&R Consulting Agreement and agreements listed in Section       
2.4.11(d) of the MGI Disclosure Letter, none of the MCM Companies has entered   
into any agreement, arrangement or other commitment or transaction with any     
Affiliate (other than another MCM Company) which involved, during the           
twelve-month period ended March 31, 1997 (or is reasonably expected, during the 
calendar year ending December 31, 1998, to involve) payments or receipts in     
excess of $25,000 in any individual case or, in the aggregate, $100,000.        

          2.4.17. Information in Registration Statement and Offer Documents.
None of the information supplied by any MCM Company regarding any MCM Company   
for inclusion or incorporation by reference in the Registration Statement or    
Offer Documents will, in the case of the Registration Statement, at the date of 
the effectiveness of the Registration Statement, and, in the case of the Offer  
Documents, at the date such materials are mailed to the holders of MGI Common   
Stock, contain any untrue statement of a material fact or omit to state any     
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they are made, not
misleading.                                                                     

           2.4.18. Employees, Labor Matters, etc. None of the MCM Companies is
a party to or bound by any collective bargaining or other labor agreement, and  
there are no labor unions or similar organizations representing, or, to the     
knowledge of MGI, purporting to represent or attempting to represent any        
employees employed by any MCM Companies. Since June 30, 1994, there has not     
occurred or, to the knowledge of MGI, been threatened any slowdown, work        
stoppage, concerted refusal to work overtime or other similar labor activity    
with respect to any employees of any MCM Company, in any such case, that has had
or would reasonably be expected to have or result in an MGI Material Adverse    
Effect, or a material change in their relations with employees. There are no    
material labor disputes currently subject to any grievance procedure,           
arbitration or litigation and there is no representation petition pending or, to
the knowledge of MGI, threatened with respect to any employee of any MCM        
Company. The MCM Companies have complied with all applicable laws pertaining to 
the employment or termination of employment of their respective employees       

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except for any failure so to comply that, individually and in the aggregate,    
have not had and would not reasonably be expected to have or result in an MGI   
Material Adverse Effect.                                                        

         2.4.19. ERISA. (a) Section 2.4.19(a) of the MGI Disclosure Letter
sets forth a complete and correct list of each "employee benefit plan," as such 
term is defined in section 3(3) of ERISA, and each bonus, incentive or deferred 
compensation, severance, termination, retention, change of control,             
equity-based, performance or other employee or retiree benefit or compensation  
plan, program, arrangement, agreement, policy or understanding, whether written 
or unwritten, maintained, sponsored or contributed to or established by any MCM 
Company or with respect to which any MCM Company is obligated to contribute or  
is a party (collectively, the "MGI Plans"). With respect to each MGI Plan, MGI  
has provided the Founding Stockholders and GS LP complete and correct copies of 
(i) such MGI Plan, if written or a description of such MGI Plan if not written  
and (ii) to the extent applicable to such MGI Plan, all trust agreements,       
insurance contracts or other funding agreements or arrangements, the most recent
actuarial and trust reports, the most recent Form 5500 required to have been    
filed with the IRS and all schedules thereto, the most recent IRS determination 
letter, all current summary plan descriptions, and any and all amendments to any
such document.                                                                  

          (b) Except as disclosed in Section 2.4.19(b) of the MGI Disclosure
Letter, each MGI Plan intended to be qualified under section 401(a) of the Code,
and the trust (if any) forming a part thereof, has received a favorable         
determination letter from the IRS as to its qualification under the Code and to 
the effect that each such trust is exempt from taxation under section 501(a) of 
the Code, and nothing has occurred since the date of such determination letter  
that could reasonably be expected to adversely affect such qualification or     
tax-exempt status.                                                              

            (c) No MGI Plan is (i) subject to section 412 of the Code or section
302 or Title IV of ERISA, (ii) a "multiemployer plan" within the meaning of     
section 4001(a) of ERISA or (iii) a "multiple employer plan" within the meaning 
of section 4064 of ERISA.                                                       

      (d) None of the MCM Companies has incurred (either directly or
indirectly, including as a result of an indemnification obligation) any material
liability under or pursuant to Title I or IV of ERISA or the penalty, excise    

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Tax or joint and several liability provisions of the Code relating to employee  
benefit plans and, to the knowledge of MGI, no event, transaction or condition  
has occurred or exists that could result in any such liability to any of the MCM
Companies or, following the Closing, the Parent or any of its Affiliates. All   
contributions and premiums required to have been paid by any MCM Company to any 
MGI Plan under the terms of any such MGI Plan or its related trust, insurance   
contract or other funding arrangement, or pursuant to any applicable law        
(including ERISA and the Code) or collective bargaining agreement have been paid
when due, and to the extent not yet due, have been properly and adequately      
reflected on the MGI Financial Statements.                                      

           (e) Each of the MGI Plans has been operated and administered in all
respects in compliance with its terms and all applicable laws except for any    
failure so to comply that, individually and in the aggregate, has not had and   
would not reasonably be expected to have or result in an MGI Material Adverse   
Effect. There are no material pending or, to the knowledge of MGI, threatened   
claims by or on behalf of any of the MGI Plans, by any current or former        
director, officer or employee of any MCM Company or otherwise involving any such
MGI Plan or the assets of any MGI Plan (other than routine claims for benefits, 
all of which have been fully reserved for on the MGI Financial Statements).     

     (f) The consummation of the transactions contemplated by this
Agreement will not result in an increase in the amount of compensation or       
benefits or the acceleration of the vesting or timing of payment of any         
compensation or benefits payable to or in respect of or accrued on behalf of any
current or former director, officer or employee of MGI or entitle any such      
director, officer or employee to any severance or similar compensation or       
benefits.                                                                       

          2.4.20. Brokers. There is no agreement that obligates any party to
pay any broker's or finder's fee or commission or similar compensation to any   
Person acting on behalf of MGI or MCM with respect to any sale of CERA Inc.,    
CERA LP, the assets of CERA Inc. and/or CERA LP or any equity interest or       
partnership interest in either of them, other than to Goldman, Sachs & Co. and  
Brera Capital Partners, LLC, whose fees shall be paid in accordance with        
Sections 8.2 and 5.5(i)(a), respectively.                                       

            2.4.21. Vendor Distribution Firms and Customers. Except as set forth
in Section 2.4.21 of the MGI Disclosure                                         

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Letter, no vendor distribution firm that electronically distributes any of the  
financial information provided by any MCM Company, and no customer of any MCM   
Company required to be listed in Section 2.4.11(b) of the MGI Disclosure Letter,
has given notice to such MCM Company to cancel or otherwise terminate or reduce,
or, to the knowledge of any MCM Company, threatened to cancel, terminate or     
reduce, a material portion of its agreements or relationships with such MCM     
Company, and no MCM Company has any knowledge of the intention of any such      
vendor distribution firm or such customer to do so.                             

        2.5 Representations and Warranties of MGI, the Parent and Merger
Sub. MGI, the Parent and Merger Sub, jointly and severally, represent and       
warrant to the Founding Stockholders and GS LP on the date hereof that the      
representations and warranties contained in this Section 2.5 are true and       
correct as of the date hereof, except as set forth in the section of the MGI    
Disclosure Letter that corresponds to the subsection of this Agreement in       
respect of which such exception is being made.                                  

            2.5.1. Limited Liability Company Status and Authority of the Parent.
The Parent is a limited liability company duly formed, validly existing and in  
good standing under the laws of the State of Delaware. The Parent has the       
limited liability company power and authority to execute and deliver this       
Agreement and the other agreements and instruments to be entered into by it in  
connection herewith, to perform its obligations hereunder and thereunder and to 
consummate the transactions contemplated hereby and thereby to be consummated by
it. The execution, delivery and performance of this Agreement and such other    
agreements and instruments have been duly authorized by all necessary limited   
liability company action on the part of the Parent other than in respect of the 
issuance of LLC Units, any financing that may be necessary or appropriate in    
connection with the Transactions, and in respect of the authorization of the    
filing of the Registration Statement. This Agreement has been duly executed and 
delivered by the Parent and this Agreement constitutes and, when executed, such 
other agreements and instruments to which the Parent is or will be a party will 
constitute valid and binding obligations of the Parent, enforceable against the 
Parent in accordance with their respective terms.                               

            2.5.2. Ownership and Status of Parent. As of the date hereof, all of
the limited liability company interests in the Parent are owned and held,       
beneficially and of                                                             

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record, and prior to the Closing will be owned and held, beneficially and of    
record, by MGI and MCM. As of the date hereof, there are no preemptive or       
similar rights, and prior to the Closing there will be no such rights, with     
respect to the limited liability company interests in the Parent or the LLC     
Units representing such interests. Except for this Agreement, as of the date    
hereof, there are not, and prior to the Closing there will not be, any (i)      
subscriptions, options, warrants, conversion or other rights, agreements,       
commitments, arrangements or understandings of any kind obligating the Parent to
issue or sell any LLC Units or any other equity interests therein or (ii)       
outstanding securities convertible into or exchangeable for any LLC Units or    
such equity interests. Since the date of its formation, the Parent has not (i)  
acquired any assets, (ii) undertaken any liabilities or obligations, (iii)      
engaged in any activities or (iv) become a party to any agreement, commitment,  
arrangement or understanding with any Person, in each case except for this      
Agreement and the documents and instruments executed and delivered, or to be    
executed and delivered, by the Parent in connection herewith or the transactions
contemplated hereby and thereby.                                                

       2.5.3. Corporate Status, Ownership and Authority of Merger Sub.
Merger Sub is a corporation duly organized, validly existing and in good        
standing under the laws of the State of Delaware. All of the outstanding shares 
of capital stock of Merger Sub have been duly authorized and validly issued and 
are fully paid and non-assessable. Merger Sub has the corporate power and       
authority to execute and deliver this Agreement and the other agreements and    
instruments to be entered into by it in connection herewith to perform its      
obligations hereunder and thereunder and to consummate the transactions         
contemplated hereby and thereby to be consummated by it. The execution, delivery
and performance of this Agreement and such other agreements and instruments have
been duly authorized by all necessary corporate action on the part of Merger    
Sub. This Agreement has been duly executed and delivered by Merger Sub and this 
Agreement constitutes and, when executed, such other agreements and             
instruments to which Merger Sub is or will be a party will constitute, valid and
binding obligations of Merger Sub, enforceable against Merger Sub in accordance 
with their respective terms. Since the date of its incorporation, the Merger Sub
has not (i) acquired any assets, (ii) undertaken any liabilities or obligations,
(iii) engaged in any activities or (iv) become a party to any agreement,        
commitment, arrangement or understanding with any Person, in each case except   
for this Agreement and the documents and                                        

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instruments executed and delivered, or to be executed and delivered, by the     
Merger Sub in connection herewith or the transactions contemplated hereby and   
thereby.                                                                        

    2.5.4. No Violations; Consents and Approvals. The execution,
delivery and performance by the Parent and Merger Sub of this Agreement and the 
other agreements and instruments to be entered into by them in connection       
herewith and the consummation of the transactions contemplated hereby and       
thereby to be consummated by them do not and will not result in (i) any         
violation of the Organizational Documents of the Parent or Merger Sub, (ii) any 
breach or violation of Applicable Law applicable to the Parent or Merger Sub or 
(iii) any breach or violation of or default under any agreement or other        
instrument to which the Parent or Merger Sub is a party or by which the Parent, 
Merger Sub or any of their respect the properties or assets is bound, except, in
the case of clauses (ii) and (iii), for such breaches, violations or defaults   
that would not reasonably be expected to have a material adverse effect on the  
ability of the Parent or Merger Sub to consummate the Merger and the other      
transactions contemplated hereby. Except as set forth in Section 2.5.4 of the   
MGI Disclosure Letter, no Governmental Approval or other Consent is required to 
be obtained or made by the Parent or Merger Sub in connection with the execution
and delivery of this Agreement and the other agreements and instruments to be   
entered into by either of them in connection herewith or the consummation by the
Parent and Merger Sub of the transactions contemplated hereby or thereby.       

         2.5.5. Information in Registration Statement and Offer Documents.
The Registration Statement (or any amendment thereof), at the date of its       
effectiveness, and the Offer Documents (and any amendment or supplement thereto)
at the date that they are mailed to the holders of MGI Common Stock, the holders
of CERA Common Stock and the holders of partnership interests in CERA LP, will  
not contain any untrue statement of a material fact or omit to state any        
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they are made, not
misleading, except that no representation is made with respect to statements    
made therein based on information supplied by or on behalf of MGI, the          
Stockholders, GS LP, CERA LP or CERA Inc. for inclusion or incorporation by     
reference in the Registration Statement or the Offer Documents. The Registration
Statement will comply as to form in all material respects with                  

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the provisions of the Securities Act and the rules and regulations thereunder.  

         2.5.6. Brokers. There is no agreement that obligates any party to
pay any broker's or finder's fee or commission or similar compensation to any   
Person acting on behalf of the Parent or Merger Sub with respect to any sale of 
CERA Inc., CERA LP, the assets of CERA Inc. and/or CERA LP or any equity        
interest or partnership interest in either of them.                             

 ARTICLE III

 COVENANTS

3.1  Covenants of the Stockholders.                     

       3.1.1. Conduct of Business. From the date hereof to the Closing
Date, except as expressly contemplated by this Agreement or the transactions    
contemplated hereby, as described in Section 3.1.1 of the CERA Disclosure Letter
or as consented to by MGI, the Stockholders and GS LP will cause CERA Inc. and  
CERA LP to:                                                                     

       (a) carry on their respective businesses in the ordinary course
consistent with past practices, and use all commercially reasonable 
efforts to preserve intact their respective present business        
organizations, keep available the services of their officers and key
     employees and preserve their relationships with clients and others having
     material business dealings with either of them, except to the extent that
    the failure to do so would not, and would not reasonably be expected to,
result in a CERA Material Change;                                   

(b) in the case of CERA Inc., not amend its articles of 
      incorporation, by-laws or other Organizational Documents, and, in the case
 of CERA LP, not amend its certificate of limited partnership, limited
partnership agreement or other Organizational Documents;            

           (c) (x) not declare, set aside or pay any dividends on, or make any
     other distributions in respect of, any shares of its capital stock in the
      case of CERA Inc. and any of its partnership interests in the case of CERA
LP, or otherwise make any payments to the Stockholders, GS LP or the
present or future employees                                         

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 of (including individuals who are parties to consulting agreements or
arrangements with) CERA Inc. or CERA LP, other than (i) as expressly
    provided in this Agreement, (ii) pursuant to the CERA Cash Distribution,
 (iii) the payment to such employees of CERA Inc. or CERA LP, in their
      capacities as such, of their respective base salaries (or, with respect to
consultants, base compensation) and other benefits and expense      
reimbursements (but expressly excluding bonuses and other incentive 
compensation), in each such case, in the ordinary course of business
     consistent with past practices, provided that CERA Inc. and CERA LP shall
  be entitled to increase such base salaries or base compensation and/or
 other benefits and expense reimbursements, in an amount not to exceed
    $20,000 in the case of any individual or $750,000 in the aggregate, (iv)
      (A) cash bonuses to such employees of CERA Inc. or CERA LP in an aggregate
    amount not to exceed $3.9 million or (B) signing bonuses in an amount in
  the case of any individual not to exceed $50,000 and (v) dividends and
      other distributions, in an aggregate amount not to exceed $50,000, by CERA
LP to CERA Inc. to enable CERA Inc. to pay its liabilities and (vi) 
      dividends and other distributions in an aggregate amount not to exceed the
     sum of $195,800 and 44% of the amount of CERA LP's taxable income for the
      period July 1, 1997 through the Closing Date to allow the partners of CERA
   LP (or, in the case of CERA Inc., the shareholders of CERA Inc.) to pay
      their tax liabilities with respect to the taxable income of CERA LP or (y)
    not, other than pursuant to the CERA Cash Distribution, purchase, redeem
or otherwise acquire any shares of capital stock of CERA Inc. or    
   partnership interests in CERA LP or any other securities thereof or any
rights, warrants or options to acquire any such shares, partnership 
interests or other securities;                                      

     (d) not issue, deliver, sell, pledge, dispose of or otherwise
encumber any shares of the capital stock of CERA Inc., partnership  
    interests in CERA LP or other securities (including, without limitation,
any rights, warrants or options to acquire any securities);         

       (e) other than the CERA Distribution Loan and borrowings in the
    ordinary course of business under the $1,750,000 line of credit extended
    to CERA LP by Cambridge Trust Company (as in effect on the date hereof),
not incur any indebtedness for borrowed money or guarantee any such 
indebtedness or issue or sell any                                   

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   debt securities or guarantee any debt securities of others, or make any
     loans, advances or capital contributions to, or investments in, any other
Person;                                                             

        (f) not acquire or agree to acquire, by merging or consolidating
    with, by purchasing a substantial portion of the assets of or equity in,
 or by any other manner, any business or any corporation, partnership,
    company, association or other business organization or division thereof;

            (g) not make or incur any capital expenditure or expenditures which,
      individually, is in excess of $100,000 or, in the aggregate, are in excess
of $300,000;                                                        

    (h) (i) not enter into or amend any employment or consulting
 agreement or arrangement providing for cash compensation in excess of
$125,000 per year or any retention, severance, change in control or 
  similar agreement or arrangement with, (ii) not establish or amend any
   employee or consultant compensation or benefit plan or practice that is
   material to CERA Inc. and CERA LP, taken as a whole, and maintained for
 the benefit of, and (iii) other than as permitted under clause (x) of
paragraph (c) of this Section 3.1.1, not pay or accrue any bonus or 
     deferred compensation for or in respect of, any current, former or future
director, officer or employee of or, in the case of an individual,  
     consultant to CERA Inc. or CERA LP, in each case in any material respect,
      and in the case of clauses (i) and (ii), other than in the ordinary course
of business consistent with past practices, and other than any such 
     amendment to a CERA Plan that is made to maintain the qualified status of
such CERA Plan or its continued compliance with Applicable Law;     

           (i) not make any change in accounting practices or policies applied
 in the preparation of their respective financial statements except as
required by GAAP;                                                   

          (j) other than as may be permitted pursuant to Section 3.1.1(h)(i)
    in respect of the employment or, in the case of any consulting agreement
      or arrangement to which an individual is a party, consulting agreements or
     arrangements of the type described in Section 2.1.8(c)(i), (x) not modify
   in any material respect any of the agreements, contracts or commitments

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set forth in Section 2.1.8 of the CERA Disclosure Letter (other than
    agreements, contracts and commitments with the clients listed in Section
2.1.8(a) of the CERA Disclosure Letter) or (y) not enter into any   
  agreement, contract or commitment of the type (taking into account any
      dollar threshold set forth in Section 2.1.8) that would have been required
   to be listed in Section 2.1.8 of the CERA Disclosure Letter (other than
      any nonexclusive agreement, contract or commitment with a client that does
    not provide for contingent transaction fees) if in existence on the date
hereof, in each case other than in the ordinary course of business  
      consistent with past practices, provided, that CERA Inc. and CERA LP shall
  be entitled to enter into, outside of the ordinary course of business,
      agreements, contracts and commitments of the type described in this clause
   (y), after consultation with the Chairman of MGI, if entering into such
     agreements, contracts and commitments, individually and in the aggregate,
would not, and would not reasonably be expected to, result in a CERA
Material Change; and                                                

         (k) not agree or commit to do any of the foregoing referred to in
clauses (a) through (j) of this Section 3.1.1.                      

          3.1.2. CERA Cash Distribution. (a) Each of the Stockholders hereby
agrees to cause CERA Inc. to apply the proceeds from the CERA Distribution Loan,
immediately upon the receipt thereof, to pay the CERA Cash Distribution.        

         (b) Each of the Stockholders, on behalf of themselves and each of
their affiliates, agents, legal representatives, attorneys, trustees,           
predecessors and assigns, hereby (i) releases and forever discharges CERA Inc.  
and its subsidiaries, parent entities, affiliates, officers, directors,         
employees, stockholders, agents, attorneys, trustees and assigns, from any and  
all actions, causes of action, suits, covenants, contracts, agreements, damages,
claims, liabilities and demands of any nature whatsoever, including without     
limitation any action pursuant to Section 45 or                                 

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Section 61 of Chapter 156B of the Massachusetts General Laws, arising out of or 
related to the CERA Cash Distribution or the CERA Distribution Loan, and (ii)   
agrees that they will not commence or prosecute any action or proceeding against
CERA Inc. and its subsidiaries, parent entities, affiliates, officers,          
directors, employees, stockholders, agents, attorneys, trustees and assigns,    
including without limitation any action pursuant to Section 45 or Section 61 of 
Chapter 156B of the Massachusetts General Laws, that concerns the CERA Cash     
Distribution or the CERA Distribution Loan.                                     

          3.1.3. Access and Information. From the date hereof to the Closing
Date, the Stockholders will, and will cause CERA Inc. and CERA LP to, give to   
MGI, the Parent and Merger Sub and MGI's, the Parent's and Merger Sub's         
accountants, counsel and other representatives reasonable access during normal  
business hours to such of CERA Inc.'s and CERA LP's offices, properties, books, 
contracts, commitments, reports and records relating to CERA Inc. or CERA LP,   
and to furnish them or provide them with access to all such documents, financial
data, records and information with respect to the properties and businesses of  
CERA Inc. or CERA LP, as MGI or the Parent shall from time to time reasonably   
request. In addition, from the date hereof to the Closing Date, the Stockholders
will, and will cause CERA Inc. and CERA LP to, permit MGI, the Parent or Merger 
Sub and MGI's, the Parent's or Merger Sub's accountants, counsel and other      
representatives reasonable access to such personnel of CERA Inc. and CERA LP    
during normal business hours as may be reasonably requested by MGI, the Parent  
or Merger Sub in its review of the properties of CERA Inc. and CERA LP, the     
business affairs of CERA Inc. and CERA LP and the above-mentioned documents and 
records.                                                                        

         3.1.4. Financial Information. From the date hereof to the Closing
Date, the Stockholders will cause CERA LP to make available to MGI, the Parent  
and Merger Sub, promptly after the same become available, copies of such monthly
management reports, if any, for CERA LP as may be furnished to senior management
of CERA LP, together with such monthly financial statements as may be furnished 
to such management.                                                             

          3.1.5. No Solicitation. From the date hereof to the earlier of the
Closing and the termination of this Agreement, none of the Stockholders, any of 
their Affiliates or any Person acting on their behalf shall (i) solicit,        
initiate or encourage any inquiries or proposals for, or enter into any         
discussions with respect to, the sale of CERA Inc., CERA LP, the assets of CERA 
Inc. and/or CERA LP, any equity interest in CERA Inc. or any partnership        
interest in CERA LP (any such inquiry or proposal, a "CERA Acquisition          
Transaction") or (ii) furnish or cause to be furnished any non-public           
information concerning CERA Inc. or CERA LP to any Person (other than MGI, the  
Parent, GS LP and their respective representatives, and the professional        
advisors to                                                                     

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CERA LP, CERA Inc., the Stockholders and GS LP) in connection with any such     
inquiries or proposals. The Stockholders shall promptly notify MGI of any       
inquiry or proposal received by the Stockholders or any of their Affiliates with
respect to any such CERA Acquisition Transaction and will keep MGI fully        
informed of the nature, details and status of any such inquiry or proposal.     

           3.1.6. FIRPTA Affidavits. Each Stockholder shall deliver to MGI and
CERA Inc. an affidavit, as contemplated under and meeting the requirements of   
section 1.1445-2(b)(2)(i) of the Treasury Regulations, to the effect that such  
Stockholder is not a "foreign person" within the meaning of the Code and        
applicable Treasury Regulations.                                                

3.2  Covenants of MGI.                                  

       3.2.1. Conduct of Business. From the date hereof to the Closing
Date, except as expressly contemplated by this Agreement or the transactions    
contemplated hereby, as described in Section 3.2.1 of the MGI Disclosure Letter 
or as consented to by the Founding Stockholders, MGI will, and will cause each  
of the MCM Companies to:                                                        

       (a) carry on their respective businesses in the ordinary course
consistent with past practices, and use all commercially reasonable 
efforts to preserve intact their respective present business        
organizations, keep available the services of their officers and key
     employees and preserve their relationships with clients and others having
      material business dealings with them, except to the extent that failure to
      do so would not, and would not reasonably be expected to, result in an MGI
Material Change;                                                    

           (b) in the case of MGI, not amend its certificate of incorporation,
by-laws or other Organizational Documents;                          

           (c) with respect to MGI only, (x) not declare, set aside or pay any
   dividends on, or make any other distributions in respect of, any of its
 capital stock, or (y) other than pursuant to any MGI Management Stock
      Subscription Agreement or any agreement governing any Existing MGI Option,
    not purchase, redeem or otherwise acquire any shares of capital stock of
     MGI or any other securities thereof or any rights, warrants or options to
acquire any such shares or other securities;                        

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           (d) other than pursuant to any agreement governing any Existing MGI
      Option, not issue, deliver, sell, pledge, dispose of or otherwise encumber
  any shares of the capital stock of MGI or other securities (including,
without limitation, any rights, warrants or options to acquire any  
securities) of MGI;                                                 

           (e) other than amounts to be borrowed by MCM in connection with the
     CERA Distribution Loan and the other transactions contemplated hereby and
other than indebtedness to any other MCM Company, not incur any     
 indebtedness for borrowed money or guarantee any such indebtedness or
 issue or sell any debt securities or guarantee any debt securities of
others;                                                             

        (f) not acquire or agree to acquire, by merging or consolidating
      with, by purchasing a substantial portion of the assets of or equity in or
by any other manner, any business or any corporation, partnership,  
    company, association or other business organization or division thereof;

            (g) not make or incur any capital expenditure or expenditures which,
      individually, is in excess of $100,000 or, in the aggregate, are in excess
of $300,000;                                                        

           (h) not make any change in accounting practices or policies applied
 in the preparation of their respective financial statements except as
required by GAAP;                                                   

         (i) (x) not modify in any material respect any of the agreements,
      contracts or commitments set forth in Section 2.4.11 of the MGI Disclosure
      Letter (other than the agreements, contracts or commitments with customers
  listed in Section 2.4.11(b) of the MGI Disclosure Letter), and (y) not
     enter into any agreement, contract or commitment of the type (taking into
account any dollar threshold set forth in Section 2.4.11) that      
would have been required to be listed on Section 2.4.11 of the MGI  
      Disclosure Letter (other than any agreement, contract or commitment with a
    customer) if in existence on the date hereof, in each case other than in
     the ordinary course of business consistent with past practices, provided,
that an MCM Company shall be entitled to enter into, outside of the 
     ordinary course of business, agreements, contracts and commitments of the
type described in this clause (y), after consultation               

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with Mr. Yergin, if entering into such agreements, contracts and    
    commitments, individually and in the aggregate, would not, and would not
reasonably be expected to, result in an MGI Material Change; and    

         (j) not agree or commit to do any of the foregoing referred to in
clauses (a) through (i) of this Section 3.2.1.                      

         3.2.2. CERA Distribution Loan. Subject to obtaining the financing
set forth in Section 3.2.3, MGI hereby agrees to cause MCM to make the CERA     
Distribution Loan to CERA Inc., on the day immediately preceding the Closing    
Date, pursuant to a loan agreement in form and substance reasonably satisfactory
to MGI and CERA Inc., which shall provide that CERA Inc. will be required to    
make cash payments in respect of principal or interest thereunder prior to June 
30, 2000 only to the extent such payments are required to be made by the Board  
of the Parent.                                                                  

        3.2.3. Financing. MGI shall cause MCM to use its reasonable best
efforts to enter into definitive financing agreements and to do all such acts   
and things reasonably necessary to consummate the financing transactions        
required to enable MCM to make the CERA Distribution Loan. MGI shall keep the   
Founding Stockholders or their representatives fully informed in all material   
respects concerning the general status and the terms and conditions of the      
financing.                                                                      

          3.2.4. Access and Information. From the date hereof to the Closing
Date, the MCM Companies will give to the Founding Stockholders, GS LP, CERA Inc.
and CERA LP and the Stockholders', GS LP's, CERA Inc.'s and CERA LP's           
accountants, counsel and other representatives reasonable access during normal  
business hours to such of the MCM Companies' offices, properties, books,        
contracts, commitments, reports and records relating to the MCM Companies, and  
to furnish them or provide them with access to all such documents, financial    
data, records and information with respect to the properties and businesses of  
the MCM Companies, as the Founding Stockholders or GS LP shall from time to time
reasonably request. In addition, from the date hereof to the Closing Date, the  
MCM Companies will permit the Stockholders, GS LP, CERA Inc. or CERA LP and the 
Stockholders', GS LP's, CERA Inc.'s or CERA LP's accountants, counsel and other 
representatives reasonable access to such personnel of the MCM Companies during 
normal business hours as may be reasonably requested by the Stockholders or GS  
LP                                                                              

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in their review of the properties of the MCM Companies, the business affairs    
of the MCM Companies and the above-mentioned documents and records.             

         3.2.5. Financial Information. From the date hereof to the Closing
Date, MGI will make available to the Founding Stockholders, promptly after the  
same become available, copies of such monthly reports, if any, for MGI as may be
furnished to senior management of MGI, together with such monthly financial     
statements as may be furnished to such management.                              

           3.2.6. FIRPTA Certification. MGI shall deliver a certificate to the
Parent, dated no more than 30 days prior to the Closing Date and signed by a    
responsible officer of MGI, that MGI is not, and has not been at any time since 
its incorporation, a United States real property holding company, as defined in 
section 897(c)(2) of the Code.                                                  

          3.2.7. No Solicitation. From the date hereof to the earlier of the
Closing and the termination of this Agreement, neither MGI nor any of its       
Affiliates or any Person acting on its behalf shall (i) solicit, initiate or    
encourage any inquiries or proposals for, or enter into any discussions with    
respect to, the sale of MGI, MCM or any other MCM Company material to the MCM   
Companies, taken as a whole, the assets of MGI, MCM and/or any MCM Company or,  
other than pursuant to the Existing MGI Options, any equity interest in MGI, MCM
or any such other MCM Company (any such inquiry or proposal, an "MGI Acquisition
Transaction") or (ii) furnish or cause to be furnished any non-public           
information concerning the MCM Companies to any Person (other than CERA Inc.,   
CERA LP, the Stockholders, GS LP and their respective representatives, and the  
professional advisors to MGI, the Parent and the Merger Sub) in connection with 
any such inquiries or proposals. MGI shall promptly notify the Founding         
Stockholders of any inquiry or proposal received by MGI or any of its Affiliates
with respect to any such MGI Acquisition Transaction and will keep the Founding 
Stockholders fully informed of the nature, details and status of any such       
inquiry or proposal.                                                            

3.3  Covenants of GS LP.                                

          3.3.1. No Solicitation. From the date hereof to the earlier of the
Closing and the termination of this Agreement, none of GS LP, any of its        
Affiliates or any Person acting on their behalf shall (i) solicit, initiate or  
encourage any inquiries or proposals for, or enter into any                     

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discussions with respect to, any CERA Acquisition Transaction or (ii) furnish or
cause to be furnished any non-public information concerning CERA Inc. or CERA LP
to any Person (other than MGI, the Parent and their respective representatives) 
in connection with any such inquiries or proposals. GS LP shall promptly notify 
MGI of any inquiry or proposal received by it or any of its Affiliates with     
respect to any such CERA Acquisition Transaction and will keep MGI fully        
informed of the nature, details and status of any such inquiry or proposal.     

            3.3.2. FIRPTA Affidavit. GS LP shall deliver to MGI and CERA Inc. an
affidavit, as contemplated under and meeting the requirements of section        
1.1445-2(b)(2)(i) of the Treasury Regulations, to the effect that it is not a   
"foreign person" within the meaning of the Code and applicable Treasury         
Regulations.                                                                    

 3.3.3. Consent and Waiver. By its execution hereof, GS LP
unconditionally and irrevocably (i) consents to the execution and delivery by   
each of the Stockholders of this Agreement and each document and instrument     
(each, an "Ancillary Document") to be executed or delivered by such Stockholder 
in connection herewith, the performance by each of the Stockholders of their    
obligations hereunder and thereunder, and the consummation by all parties       
hereto, CERA Inc. and CERA LP of the transactions contemplated hereby and       
thereby, and (ii) waives, and agrees not to exercise, any and all rights it has,
had or may have, pursuant to or under, or by reason of or in connection with,   
(A) the GS Purchase Agreement, (B) the Existing Partnership Agreement, (C) the  
CERA Stockholders Agreement or (D) any other document or instrument, other than 
the GS Advisory Agreement, executed or delivered in connection with the         
acquisition by GS LP of the GS Partnership Interest, in each case including,    
without limitation, any and all rights thereunder to consent or object to,      
exercise pre-emptive, first refusal, repurchase or any other similar rights with
respect to or receive notices or notifications in respect of, (x) the           
performance by the Stockholders of their obligations hereunder or under any     
Ancillary Document, (y) the Closing or (z) the consummation of any of the       
transactions contemplated hereby or by any Ancillary Document; provided that the
provisions of this Section 3.3.3 shall become null and void, and shall have no  
further force or effect, upon (and in the event of) termination of this         
Agreement prior to the Closing.                                                 

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3.4  Additional Agreements.                             

           3.4.1. Confidentiality. (a) Termination of Existing Confidentiality
Agreements. (i) All parties hereto hereby agree that the letter agreement, dated
December 6, 1996, entered into with Wm. Sword & Co. Incorporated ("Sword"), in  
Sword's capacity as financial advisor to CERA Inc., by Clayton, Dubilier & Rice,
Inc. ("CD&R"), on behalf of the MCM Companies, is hereby terminated effective as
of the date hereof.                                                             

           (ii) All parties hereto hereby agree that (x) the letter agreement,
dated April 2, 1997, entered into with MCM by Sword, on behalf of CERA Inc., and
(y) the letter agreement, dated as of November 6, 1996, entered into with CD&R  
by Sword, in Sword's capacity as financial advisor to CERA Inc., on behalf of   
CERA Inc., are hereby terminated effective as of the date hereof.               

           (iii) None of the parties hereto or their Affiliates shall have any
further rights, obligations or liabilities thereunder or under any other        
agreement entered into with Sword prior to the date hereof other than the       
engagement letters between CERA and Sword, dated as of July 1, 1993, September  
13, 1993 and January 25, 1995 (as such letters may be amended, modified,        
supplemented or waived).                                                        

            (iv) All parties hereto agree to use commercially reasonable efforts
to cause CERA Inc., MCM, CD&R and Sword to acknowledge and agree to the         
termination of the agreements described in this Section 3.4.1 as being          
terminated effective as of the date hereof.                                     

            (b) Confidentiality. Except as otherwise provided in this Agreement,
(x) the Stockholders, GS LP, CERA Inc. and CERA LP, will, and will cause their  
Representatives to, keep confidential, and not use except in connection with    
this Agreement and the transactions contemplated hereby, all information which, 

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prior to the date hereof, has been or, from and after the date hereof, is       
furnished to any of them by the MCM Companies or any of their Representatives,  
or to which the Stockholders, GS LP, CERA Inc. or CERA LP, prior to the date    
hereof, have been or, from and after the date hereof, are given access, that in 
any way relates to the business of any of the MCM Companies and (y) MGI will,   
and will cause its Representatives to, keep confidential, and not use except in 
connection with this Agreement and the transactions contemplated hereby, all    
information which, prior to the date hereof, has been or, from and after the    
date hereof, is furnished to MGI or its Representatives, or to which MGI or its 
Representatives, prior to the date hereof, have been or, from and after the date
hereof, are given access, that in any way relates to the business of CERA Inc.  
or CERA LP. The provisions of this Section 3.4.1(b) shall not apply to the      
disclosure or use by the Stockholders, GS LP, CERA Inc., CERA LP or their       
respective Representatives, on the one hand, and MGI or its Representatives, on 
the other hand, of any information, documents or materials (i) which are or     
become generally available to the public other than as a result of a disclosure 
by the receiving party or any Affiliate or Representative of the receiving party
in violation of this Section 3.4.1, (ii) received from a third party on a       
non-confidential basis from a source other than the providing party or its      
Representatives, which source, to the knowledge of the receiving party after due
inquiry, is not prohibited from disclosing such information to the receiving    
party by a legal, contractual or fiduciary obligation to the providing party,   
(iii) required by Applicable Law to be disclosed by such party, or (iv)         
necessary to establish such party's rights under this Agreement or any related  
agreement, provided that, in the case of clauses (iii) and (iv), the Person     
intending to make disclosure of confidential information will promptly notify in
writing the party to whom it is obliged to keep such information confidential   
and, to the extent practicable, provide such party a reasonable opportunity to  
prevent public disclosure of such information or, if appropriate, waive         
compliance with the terms of this Section 3.4.1.                                

            (c) The agreements and undertakings of the Stockholders, GS LP, CERA
Inc. and CERA LP, on the one hand, and MGI, on the other hand, set forth in     
Section 3.4.1(b) shall (x) continue until the earlier of (i) five years from the
date hereof or (ii) the Closing and (y) survive the termination of this         
Agreement.                                                                      

            3.4.2. Registration Statement. (a) Each of the parties hereto shall,
and shall cause their respective Subsidiaries, controlled Affiliates, directors,
officers, employees and representatives to, assist the Parent in the preparation
and filing of the Registration Statement and furnish the Parent with all        
information in their possession concerning CERA Inc., CERA LP, the Stockholders,
GS LP and the MCM Companies required for use in the Registration Statement,     
including, without limitation, such financial statements as may be required to  
be included in the Regis-                                                       

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tration Statement or that are necessary to prepare pro forma financial          
statements and other information to be included in the Registration Statement.  
If, at any time on or prior to the Closing Date, any event with respect to the  
Stockholders, GS LP, CERA Inc., CERA LP, the MCM Companies or any of their      
respective Affiliates should occur which is required to be described in an      
amendment of or supplement to the Registration Statement, the party or parties  
hereto that are familiar with such event shall provide the Parent with a        
description of such event that is sufficient to enable the Parent or its        
representatives to prepare such amendment or supplement and shall otherwise     
assist the Parent in the preparation and filing of such amendment or supplement.

            (b) Subject to the performance of the covenants set forth in Section
3.4.2(a), the Parent shall prepare the Registration Statement (or cause it to be
prepared), shall file it with the SEC promptly after the date hereof, shall use 
its commercially reasonable efforts to cause it to be declared effective and to 
remain effective through the Closing Date and, if at any time on or prior to the
Closing Date, any event with respect to the Stockholders, GS LP, CERA Inc., CERA
LP, the MCM Companies or any of their respective Affiliates shall occur which is
required to be described in an amendment of or supplement to the Registration   
Statement, shall prepare such amendment or supplement (or cause it to be        
prepared) and promptly file it with the SEC.                                    

        3.4.3. Public Announcements. From the date hereof to the Closing
Date, except as required by Applicable Law, each of the parties hereto shall    
not, and shall not permit any of their Affiliates or representatives to, make   
any public announcement in respect of this Agreement or the transactions        
contemplated hereby without the prior consent of MGI and the Founding           
Stockholders; provided that this Section 3.4.3 shall not apply to any oral      
disclosures to be made to, or discussions to be held with, officers and         
employees of CERA LP or CERA Inc., on the one hand, or of any member of the MCM 
Group, on the other hand, by Representatives of CERA LP, CERA Inc. or any of the
Stockholders, or by Representatives of any member of the MCM Group, as the case 
may be, and that CERA LP, CERA Inc. or any of the Stockholders, on the one hand,
and any member of the MCM Group, on the other hand, shall obtain the prior      
consent of MGI or the Founding Stockholders, as applicable, for the use of any  
written communications that are to be presented or distributed to such officers 
and employees.                                                                  

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         3.4.4. Further Actions. (a) Generally. Each of the parties hereto
agrees to use its, his or her commercially reasonable best efforts to take, or  
cause to be taken, all actions and to do, or cause to be done, all things       
necessary, proper or advisable to consummate and make effective the transactions
contemplated hereby.                                                            

            (b) Filings; Consents. Each of the parties hereto shall, as promptly
as practicable, (i) file or supply, or cause to be filed or supplied, all       
applications, notifications and information, including but not limited to       
filings pursuant to the HSR Act, required to be filed or supplied by or on      
behalf of it, him or her or any of its, his or her Affiliates pursuant to       
Applicable Law and (ii) use its, his or her commercially reasonable efforts to  
obtain, or cause to be obtained, all other Consents that may be required to be  
obtained or made by it, in each case in connection with this Agreement, the     
Transactions, the Registration Statement or the consummation of the other       
transactions contemplated hereby.                                               

           (c) Other Actions. Each of the parties hereto shall use its, his or
her commercially reasonable efforts to take, or cause to be taken, all other    
actions necessary, proper or advisable in order to fulfill its, his or her      
obligations in respect of this Agreement and the transactions contemplated      
hereby. Each of the parties hereto will coordinate and cooperate with the other 
parties hereto in providing such information and supplying such reasonable      
assistance as may be reasonably requested by any of them in connection with the 
consummation of the transactions contemplated hereby.                           

         (d) Notice of Certain Events. From the date hereof to the Closing
Date, each of the Stockholders and GS LP, on the one hand, shall promptly notify
MGI, and MGI, the Parent and Merger Sub, on the other, shall promptly notify the
Founding Stockholders, of:                                                      

         (i) any fact, condition, event or occurrence known to any of them
      that will or reasonably may be expected to result in the failure of any of
the conditions contained in Article IV to be satisfied; and         

      (ii) any actions, suits, claims, investigations or proceedings
     commenced or, to the knowledge of the Stockholders, CERA Inc., CERA LP or
GS LP, on the one hand, or MGI, any other MCM Company, the Parent or
Merger Sub, on the other, threatened against, relating              

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   to or involving or otherwise affecting CERA Inc. or CERA LP, on the one
hand, or the MCM Companies, on the other, or any of their respective
  Affiliates which, if pending on the date of this Agreement, would have
      been required to have been disclosed pursuant to Section 2.1.11 or Section
2.4.14, as applicable, or that relate to the consummation of the    
transactions contemplated by this Agreement.                        

           3.4.5. Tax Affairs. Through the Closing Date, the MCM Companies, on
the one hand, and the Stockholders, on the other, shall, and in the case of the 
Stockholders, shall cause each of CERA LP and CERA Inc. to, conduct all Tax     
affairs relating to the MCM Companies or CERA LP and CERA Inc., as the case may 
be, only in the ordinary course, in substantially the same manner as heretofore 
conducted and in good faith in substantially the same manner as such affairs    
would have been conducted if this Agreement had not been entered into.          

ARTICLE IV

CONDITIONS PRECEDENT

            4.1 Conditions to Obligations of Each Party. The obligations of MGI,
the Parent and Merger Sub to effect the Merger and to consummate the other      
transactions contemplated hereby, the obligations of the Stockholders and the   
Parent to engage in the CERA Stock Exchange and to consummate the other         
transactions contemplated hereby and the obligations of GS LP and the Parent to 
engage in the GS Partnership Interest Exchange and to consummate the other      
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Closing Date of the following conditions:                                

            4.1.1. HSR Act Notification. In respect of the notifications of MGI,
on the one hand, and CERA Inc., on the other hand, pursuant to the HSR Act, the 
applicable waiting period and any extensions thereof shall have expired or been 
terminated.                                                                     

   4.1.2. Other Governmental Approvals. All other Governmental
Approvals required to be made or obtained by any party hereto or any of their   
respective Affiliates in connection with the execution and delivery of this     
Agreement or the consummation of the transactions contemplated hereby shall have
been made or obtained, other than, in the case of any Governmental Approval     
solely in connection with the CERA                                              

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Roll-up, where the failure to make or obtain any such Governmental Approval     
would not have and would not reasonably be expected to have a CERA Material     
Adverse Effect.                                                                 

   4.1.3. No Injunction, etc. Consummation of the transactions
contemplated hereby shall not have been restrained, enjoined or otherwise       
prohibited by any Applicable Law, including any Order of any court or other     
Governmental Authority (except, in the case of any such prohibition solely      
because of the CERA Roll-up, for any such prohibition that would not, and would 
not reasonably be expected to, have a CERA Material Adverse Effect), no action  
or proceeding brought by any Governmental Authority shall be pending on the     
Closing Date before any court or other Governmental Authority to restrain,      
enjoin or otherwise prevent the consummation of the transactions contemplated   
hereby, no court or other Governmental Authority shall have determined any      
Applicable Law making illegal the consummation of the transactions contemplated 
hereby to be applicable to this Agreement and no proceeding brought by any      
Governmental Authority with respect to the application of any such Applicable   
Law shall be pending.                                                           

            4.1.4. Registration Statement. The Registration Statement shall have
been declared effective, no stop order suspending the effectiveness of the      
Registration Statement shall have been entered and no proceedings for that      
purpose shall have been initiated by the SEC.                                   

        4.1.5. Certain Distributions. The CERA Distribution Loan and the
CERA Cash Distribution shall have been made.                                    

          4.1.6. LLC Agreement. The LLC Agreement, substantially in the form
of Exhibit I hereto, shall have been executed and delivered by all parties      
hereto other than the Parent or Merger Sub.                                     

            4.2 Conditions to Obligations of MGI, the Parent and Merger Sub. The
obligations of MGI, the Parent and Merger Sub to effect the Merger and to       
consummate the other transactions contemplated hereby and the obligations of the
Parent to engage in the CERA Stock Exchange and the GS Partnership Interest     
Exchange shall be subject to the fulfillment (or waiver by MGI), at or prior to 
the Closing Date, of the following additional conditions:                       

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         4.2.1. Representations, Performance, etc. (a) The representations
and warranties set forth in Sections 2.1, 2.2 and 2.3 (i) shall have been true  
and correct at and as of the date hereof, provided that if any such             
representation and warranty shall not have been true and correct at and as of   
the date hereof, the Stockholders and GS LP, upon written notice (which shall   
identify such representation and warranty and describe the respect in which it  
shall not have been so true and correct) to MGI delivered not later than three  
Business Days prior to the scheduled Closing Date, shall have until 30 days     
after the date on which the Closing would otherwise have been required to occur 
pursuant to Section 1.1.2 (without taking into account this proviso) to cure    
such breach in all respects in the case of any representation and warranty      
qualified by material adverse effect, and in any other case, to cure such breach
in all material respects, or otherwise in a manner reasonably satisfactory to   
MGI; (ii) in the case of Section 2.1, shall be true and correct at and as of the
Closing Date as though made at and as of the Closing Date, except where the     
aggregate effect of the failure of such representations and warranties to be    
true and correct has not had and would not reasonably be expected to have a CERA
Material Adverse Effect; and (iii) in the case of Sections 2.2 and 2.3, shall be
true and correct in all material respects at and as of the Closing Date as      
though made at and as of the Closing Date; provided in each case that the       
accuracy of any specific representation or warranty that by its terms speaks    
only as of the date hereof or another date prior to the Closing Date shall be   
determined solely as of the date hereof or such other date, as the case may be. 
The Stockholders and GS LP shall have duly performed and complied in all        
material respects with all agreements and conditions required by this Agreement 
to be performed or complied with by them prior to or on the Closing Date.       

       (b) The Stockholders and GS LP shall have delivered to MGI, the
Parent and Merger Sub a certificate or certificates, dated the Closing Date and 
signed by each of them, with respect to the conditions set forth in Section     
4.2.1(a) and 4.2.2.                                                             

   4.2.2. Material Adverse Effect. No event, occurrence, fact,
condition, change, development or effect shall have occurred or come to exist   
since the date hereof that, individually or in the aggregate, has had or        
resulted in, or would be reasonably likely to have or result in, a CERA Material
Adverse Effect.                                                                 

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       4.2.3. Employment Agreements. Each of the Founding Stockholders
shall have executed and delivered an employment agreement (each, an "Employment 
Agreement"), substantially in the form of Exhibit J hereto.                     

         4.2.4. Consulting and Indemnification Agreements. CERA Inc. shall
have become a party to the CD&R Consulting Agreement and the Fund IV            
Indemnification Agreement pursuant to an agreement or agreements in form and    
substance reasonably satisfactory to MGI.                                       

        4.2.5. Opinions of Counsel. MGI, the Parent and Merger Sub shall
have received favorable opinions, addressed to each of them and dated the       
Closing Date and in form and substance reasonably satisfactory to MGI and its   
counsel, from (i) Hale and Dorr LLP, special counsel to the Stockholders,       
including with respect to certain federal and Massachusetts Tax matters, and    
(ii) counsel to GS LP.                                                          

  4.2.6. FIRPTA Affidavit. MGI shall have received from each
Stockholder and GS LP an affidavit pursuant to Section 3.1.6 and Section 3.3.2. 

            4.2.7. Consents and Approvals. The Stockholders and GS LP shall have
received all requisite third party consents and approvals to or of the          
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby listed in Sections 2.1.1(b) or 2.2.2 of the    
CERA Disclosure Letter, except, in the case of Section 2.1.1(b), for any        
consents or approvals the failure of which to be made or obtained, individually 
and in the aggregate, would not have a CERA Material Adverse Effect and would   
not adversely affect the ability of any of the Stockholders to perform their    
obligations hereunder.                                                          

            4.2.8. Financing. MGI shall have caused MCM to obtain funds at least
in the amount contemplated in this Agreement to finance the CERA Distribution   
Loan, on such terms as are satisfactory to MGI in its reasonable judgment.      

         4.2.9. CERA Board of Directors. Such directors of CERA Inc. shall
have resigned, and such other persons shall have been appointed as directors of 
CERA Inc., such that, effective simultaneously with the Closing, the board of   
directors of CERA Inc. shall be the same as the Board of the Parent.            

    4.2.10. CERA and GS LP Holder Information Forms. Each of the
Stockholders and GS LP shall have executed and                                  

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delivered a CERA Holder Information Form or GS LP Holder Information Form, as   
applicable, in accordance with Section 1.1.2(a) and (b).                        

         4.2.11. Copyrights. The Founding Stockholders and CERA Inc. shall
have executed and delivered an agreement, in form and substance satisfactory to 
MGI, pursuant to which CERA Inc. shall agree to assign to the applicable        
Founding Stockholder(s) the copyrights in any book authored by such Founding    
Stockholder(s) in the course of his employment with CERA Inc., and each of the  
Founding Stockholders shall agree that CERA Inc. shall receive all of the       
economic benefits of all such books.                                            

           4.2.12. CERA Organizational Documents. The articles of organization
and the by-laws of CERA Inc. shall be amended, effective immediately upon the   
Closing, as necessary to contain the same provisions as contained in the LLC    
Agreement in respect of supermajority board voting provisions and board         
composition.                                                                    

          4.2.13. Termination of Line of Credit. At or prior to the Closing,
the Stockholders shall cause the $1,750,000 line of credit to CERA LP from      
Cambridge Trust Company, as in effect on the date hereof, and any related       
agreements, documents, financing statements, instruments or arrangements, to be 
terminated and all amounts due and payable thereunder to be paid in full.       

            4.2.14. Proceedings. All proceedings of the Stockholders, CERA Inc.,
CERA LP and GS LP that are required in connection with the transactions         
contemplated by this Agreement, and all documents and instruments incident      
thereto, shall be reasonably satisfactory to MGI and its counsel, and MGI and   
such counsel shall have received all such documents and instruments, or copies  
thereof, certified if requested, as may be reasonably requested.                

        4.3 Conditions to Obligations of the Stockholders and GS LP. The
obligations of the Stockholders to engage in the CERA Stock Exchange and to     
consummate the other transactions contemplated hereby and the obligations of GS 
LP to engage in the GS Partnership Interest Exchange and to consummate the other
transactions contemplated hereby shall be subject to the fulfillment (or waiver 
by each of the Founding Stockholders), at or prior to the Closing, of the       
following additional conditions:                                                

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        4.3.1. Representations; Performance. (a) The representations and
warranties set forth in Sections 2.4 and 2.5 (i) shall have been true and       
correct at and as of the date hereof, provided that if any such representation  
and warranty shall not have been true and correct at and as of the date hereof, 
MGI, upon written notice (which shall identify such representation and warranty 
and describe the respect in which it shall not have been so true and correct) to
the Founding Stockholders delivered not later than three Business Days prior to 
the scheduled Closing Date, shall have until 30 days after the date on which the
Closing would otherwise have been required to occur pursuant to Section 1.1.2   
(without taking into account this proviso) to cure such breach in all respects  
in the case of any representation and warranty qualified by material adverse    
effect, and in any other case, to cure such breach in all material respects, or 
otherwise in a manner reasonably satisfactory to the Founding Stockholders; (ii)
in the case of Section 2.4, shall be true and correct at and as of the Closing  
Date as though made at and as of the Closing Date, except where the aggregate   
effect of the failure of such representations and warranties to be true and     
correct has not had and would not reasonably be expected to have an MGI Material
Adverse Effect; and (iii) in the case of Section 2.5, shall be true and correct 
in all material respects at and as of the Closing Date as though made at and as 
of the Closing Date; provided in each case that the accuracy of any specific    
representation or warranty that by its terms speaks only as of the date hereof  
or another date prior to the Closing Date shall be determined solely as of the  
date hereof or such other date, as the case may be. MGI, the Parent and Merger  
Sub shall have duly performed and complied in all material respects with all    
agreements and conditions required by this Agreement to be performed or complied
with by them prior to or on the Closing Date.                                   

      (b) MGI, the Parent and Merger Sub shall have delivered to the
Stockholders and GS LP a certificate, dated the Closing Date and signed by an   
authorized officer of each of MGI, the Parent and Merger Sub, with respect to   
the conditions set forth in Section 4.3.1(a) and 4.3.2.                         

   4.3.2. Material Adverse Effect. No event, occurrence, fact,
condition, change, development or effect shall have occurred or come to exist   
since the date hereof that, individually or in the aggregate, has had or        
resulted in, or would be reasonably likely to have or result in, an MGI Material
Adverse Effect.                                                                 

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        4.3.3. Opinion of Counsel. The Stockholders and GS LP shall have
received favorable opinions, addressed to each of them and dated the Closing    
Date and in form and substance reasonably satisfactory to the Founding          
Stockholders and their counsel, from (i) the General Counsel of MGI, (ii) from  
Debevoise & Plimpton, special counsel to MGI and (iii) from Richards, Layton &  
Finger, special Delaware counsel to the Parent.                                 

      4.3.4. Consents and Approvals. (a) MGI shall have received all
requisite third party consents and approvals to or of the execution, delivery   
and performance of this Agreement or the consummation of the transactions       
contemplated hereby listed in Section 2.4.2 of the MGI Disclosure Letter, except
for any consents or approvals the failure of which to be made or obtained,      
individually and in the aggregate, would not have an MGI Material Adverse Effect
and would not adversely affect the ability of MGI to perform its obligations    
hereunder.                                                                      

          4.3.5. MGI Board of Directors. Such directors of MGI and MCM shall
have resigned, and such other persons shall have been appointed as directors of 
MGI and MCM, such that, effective simultaneously with the Closing, the boards of
directors of MGI and MCM shall be the same as the Board of the Parent.          

4.3.6. MGI Organizational Documents. The certificates of
Incorporation and the by-laws of MGI and MCM shall be amended, effective        
immediately upon the Closing, as necessary to contain the same provisions as    
contained in the LLC Agreement in respect of supermajority board voting         
provisions and board composition.                                               

         4.3.7. Proceedings. All proceedings of MGI, the Parent and Merger
Sub that are required in connection with the transactions contemplated by this  
Agreement, and all documents and instruments incident thereto, shall be         
reasonably satisfactory to the Founding Stockholders and their counsel, and the 
Founding Stockholders and their counsel shall have received all such documents  
and instruments, or copies thereof, certified if requested, as may be reasonably
requested.                                                                      

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 ARTICLE V

OTHER AGREEMENTS

         5.1 Noncompetition. Each of Daniel H. Yergin, James P. Rosenfield
and Joseph A. Stanislaw (collectively, the "Founding Stockholders") hereby      
agrees that during the period commencing on the Closing Date and ending on the  
fourth anniversary of the Closing Date, he shall not, directly or indirectly,   
(A) as an individual proprietor, partner, member, principal, officer, employee, 
agent, consultant or stockholder, develop, produce, market, sell or render (or  
assist any other person in developing, producing, marketing, selling or         
rendering) products or services competitive anywhere in the United States or    
elsewhere in the world with, or (B) engage in business with, serve as an agent  
or consultant to, or become an individual proprietor, partner, member, principal
or stockholder (other than a holder of less than 1% of the outstanding voting   
shares of any publicly held company) of or become employed in an executive      
capacity by, any person, firm or other entity ("Competitor") a substantial      
portion of whose business competes anywhere in the United States or elsewhere in
the world with a substantial portion of the business of the Parent, CERA Inc.,  
MGI or any of their respective Subsidiaries (collectively, the "MGI/CERA Group")
that relates to the financial information, financial analysis, energy           
information and analysis or any other business then engaged in by any member of 
the MGI/CERA Group; provided that this Section 5.1 shall not be deemed to       
prohibit any of the Founding Stockholders from teaching courses at educational  
institutions or writing books or articles for public sale or making appearances 
on television or preparing or otherwise participating in television programs;   
and provided, further, that if the employment of a Founding Stockholder with    
CERA Inc. shall be terminated after the Closing Without Cause (as such term     
shall be defined in the applicable Employment Agreement between CERA Inc. and   
such Founding Stockholder) or for Good Reason (also as shall be defined in such 
Employment Agreement), the noncompetition period set forth in this Section 5.1  
shall terminate with respect to such Founding Stockholder on the earlier of (x) 
the fourth anniversary of the Closing Date and (y) the first anniversary of the 
date of termination of such Founding Stockholder's employment. For the purposes 
of this Section 5.1, a "substantial portion" (x) in the case of the business of 
Competitor shall mean a line or lines of business that account for more than 50%
of the consolidated revenue of Competitor                                       

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and (y) in the case of the MGI/CERA Group shall mean a line or lines of business
that account for more than 25% of the consolidated revenues of the MGI/CERA     
Group, in each case for the fiscal year ended immediately prior to the date on  
which the Founding Stockholder first proposes to engage in any of the activities
described in clause (B) of the immediately preceding sentence, provided,        
however, that in the case of a Competitor that has had less than three full     
years of operations, "substantial portion" shall mean a line or lines of        
business accounting for more than 50% of the projected consolidated revenues of 
such Competitor for the two fiscal years next succeeding the date on which      
Founding Stockholder first proposes to engage in any of the activities described
in clause (B) of the immediately preceding sentence. Whether any such person,   
firm or entity so competes shall be determined in good faith by Employer's Board
(as such term is defined in the applicable Employment Agreement). For purposes  
of this Section 5.1, the phrase employment "in an executive capacity" shall mean
employment in any position in connection with which the applicable Founding     
Stockholder has or reasonably would be viewed as having powers and authorities  
with respect to any other person, firm or other entity or any part of the       
business thereof that are substantially similar, with respect thereto, to the   
powers and authorities assigned to any executive officer of CERA Inc. as        
described in the By-Laws of CERA Inc. as in effect on the date hereof.          

         5.2 Enforceability of Covenants. The provisions of Sections 3.4.1
and 5.1 were negotiated in good faith by the parties hereto, and the parties    
hereto agree that such provisions are reasonable and are not more restrictive   
than necessary to protect the legitimate interests of the parties hereto. If any
provision contained in Section 3.4.1 or Section 5.1 shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of Section 3.4.1 or       
Section 5.1. It is the intention of the parties hereto that if any of the       
restrictions or covenants contained herein is held to cover a geographic area or
to be for a length of time that is not permitted by applicable law, or is any   
way construed to be too broad or to any extent invalid, such provision shall not
be construed to be null, void and of no effect, but to the extent such provision
would be valid or enforceable under applicable law, a court of competent        
jurisdiction shall construe and interpret or reform such provision to provide   
for a restriction or covenant having the maximum enforceable geographic area,   
time period and other provisions (not greater than those                        

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contained herein) as shall be valid and enforceable under applicable law.       

       5.3 Further Actions and Events. In connection with the Closing:

      5.3.1. Termination or Adoption of Certain Arrangements. At the
Closing:                                                                        

       (a) CERA Stock Restriction Agreements. Each of the Stockholders
hereby agrees that, effective simultaneously with the Closing, each of the stock
restriction agreements and documents listed in Section 2.1.2(c) of the CERA     
Disclosure Letter, including, without limitation, the Cambridge Energy Research 
Associates, Inc. 1985 Restricted Stock Plan, as amended, shall terminate and    
have no further force or effect (except to the extent that any provision thereof
shall expressly provide that such provision shall survive the termination of    
such agreement or document), and that from and after the Closing, all of the    
parties thereto shall be released from all of their liabilities and obligations 
thereunder (other than any such liabilities or obligations that arose prior to  
the Closing).                                                                   

          (b) Existing Arrangements with GS LP. Each of the Stockholders and
GS LP hereby agrees that, effective simultaneously with the Closing, each of the
GS Purchase Agreement, the CERA Stockholders Agreement and all other documents  
and instruments executed or delivered in connection with the acquisition by GS  
LP of the GS Partnership Interest (other than the Existing Partnership          
Agreement, which shall be terminated by operation of law, and the GS Advisory   
Agreement) shall terminate and have no further force or effect (except to the   
extent that any provision thereof shall expressly provide that such provision   
shall survive the termination of such agreement or document), and that from and 
after the Closing, all of the parties thereto shall be released from all of     
their liabilities and obligations thereunder (other than any such liabilities or
obligations that arose prior to the Closing).                                   

          (c) MGI and CERA LLC Unit Option Plans. MGI shall, and each of the
Stockholders shall cause CERA Inc. to, adopt the MCM Group, Inc. Management LLC 
Unit Option Plan and the Cambridge Energy Research Associates, Inc. Management  
LLC Unit Option Plan (the "CERA Option Plan"), respectively, substantially in   
the respective forms of Exhibits K and L hereto, together with the respective   
forms of management LLC Unit option agreements and management LLC Unit          
subscription agreements attached as Exhibits A and B thereto.                   

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           (d) CERA Inc. Bonus Plan. Each of the Stockholders shall cause CERA
Inc. to adopt a performance bonus program (the "CERA Bonus Plan"), in form and  
substance mutually satisfactory to MGI and the Founding Stockholders, pursuant  
to which the participants in the CERA Bonus Plan shall be entitled to receive   
annual incentive awards based upon the annual operating targets and other       
performance goals established, pursuant to the CERA Bonus Plan, by CERA Inc.'s  
board of directors from time to time.                                           

          5.4 Certain Payments to CERA Management Members. The Parent hereby
agrees to cause CERA Inc. to pay to each CERA Management Member who shall have  
received LLC Units pursuant to the distribution to CERA Management Members      
promptly after the Closing Date as provided for in Section 1.5, within 30 days  
after the due date (after taking into account any applicable extension) for     
filing the U.S. federal Income Tax Return of CERA Inc. for each taxable year    
ending after the Closing Date during which any deduction with respect to such   
distribution is actually utilized by CERA Inc. for U.S. federal Income Tax      
purposes (whether as a current deduction or as a deduction for a net operating  
loss carryover resulting from any such deduction), cash (subject to applicable  
withholding) in an amount equal to the product of (i) the quotient of (x) the   
number of LLC Units received by such CERA Management Member pursuant to such    
distribution divided by (y) the total number of LLC Units distributed by CERA   
Inc. pursuant to such distribution and (ii) an amount equal to (x) the amount of
any such deduction so utilized by CERA Inc. during such taxable year (in the    
case of any such loss carryover, net of any related gain included in the gross  
income of CERA Inc. as a result of any examination of any U.S. federal Income   
Tax Return of CERA Inc. for any such taxable year prior to such taxable year)   
multiplied by (y) the highest corporate tax rate applicable for U.S. federal    
Income Tax purposes for such taxable year, provided that the amount set forth in
subclause (ii)(x) shall not exceed CERA Inc.'s taxable income for such taxable  
year after taking into account all available deductions, losses and net         
operating loss carryovers but before taking into account the deduction described
in subclause (ii)(x).                                                           

       5.5 Grants of Options to Purchase LLC Units. (i) On the Closing
Date, (a) MGI shall grant options to purchase an aggregate of 33,444 LLC Units  
to Brera Capital                                                                

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Partners, LLC or its designees, at an exercise price of $23.55 per LLC Unit, and
(b) CERA Inc. shall grant options to purchase an aggregate of 11,132 LLC Units  
to Mr. Edward Jordan, at an exercise price of $23.55 per LLC Unit, in full      
payment of the fee due to him in respect of the Transactions and the other      
transactions contemplated hereby and (ii) promptly after the Closing Date, CERA 
Inc. will grant to each Initial CERA Option Grantee, pursuant to the CERA Option
Plan, options to purchase such number of LLC Units as is set forth opposite such
Initial CERA Option Grantee's name on Exhibit C hereto, at an exercise price of 
$18.31 per LLC Unit.                                                            

ARTICLE VI

 TERMINATION

           6.1 Termination. This Agreement may be terminated at any time prior
to the Closing Date:                                                            

          (a) by the written agreement of the Founding Stockholders and MGI;

         (b) by MGI, on the one hand, or the Founding Stockholders, on the
     other hand, by written notice to the other after 5:00 p.m., New York City
     time, on November 30, 1997 if the Closing Date shall not have occurred by
   such date (unless the failure of the Closing Date to occur shall be due
  to, in the case of any termination by MGI, any material breach of this
Agreement by MGI, the Parent or Merger Sub or, in the case of any   
 termination by the Founding Stockholders, any material breach of this
    Agreement by the Stockholders or GS LP), unless such date is extended by
the mutual written consent of MGI and the Founding Stockholders;    

(c) by MGI if there has been a breach on the part of the
    Stockholders or GS LP of any of their covenants set forth herein, or any
failure on the part of the Stockholders or GS LP to perform their   
     obligations hereunder (provided that MGI, the Parent and Merger Sub shall
      have performed and complied with, in all material respects, all agreements
and covenants required by this Agreement to have been performed or  
   complied with by them) prior to such time, such that, in any such case,
    any of the conditions to the effectiveness of the Transactions set forth
in Section 4.1 or 4.2 could not                                     

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     (including without limitation through the use of diligent efforts to cure
    such breach or failure) be satisfied on or prior to the termination date
contemplated by Section 6.1(b); or                                  

           (d) by any of the Founding Stockholders, if there has been a breach
      on the part of MGI, the Parent or Merger Sub of any of their covenants set
     forth herein, or any failure on the part of MGI, the Parent or Merger Sub
      to perform their obligations hereunder (provided that the Stockholders and
   GS LP shall have performed and complied with, in all material respects,
all agreements and covenants required by this Agreement to have been
     performed or complied with by them) prior to such time, such that, in any
     such case, any of the conditions to the effectiveness of the Transactions
   set forth in Section 4.1 or 4.3 could not (including without limitation
  through the use of diligent efforts to cure such breach or failure) be
 satisfied on or prior to the termination date contemplated by Section
6.1(b).                                                             

          6.2 Effect of Termination. In the event of the termination of this
Agreement pursuant to Section 6.1, this Agreement shall become void and have no 
effect, without any liability to any Person in respect hereof or of the         
transactions contemplated hereby on the part of any party hereto, or any of its 
directors, officers, employees, agents, consultants, representatives, advisers, 
stockholders, partners or Affiliates, except for any liability resulting from   
any party's breach of this Agreement and except that the provisions of Sections 
3.4.1(b) and (c), 8.2, 8.5.4, 8.5.7 and 8.5.8 shall survive any such            
termination.                                                                    

 ARTICLE VII

 INDEMNIFICATION

         7.1 Indemnification by the Stockholders and GS LP. To the fullest
extent permitted by applicable law, each of the Stockholders, severally and not 
jointly, and GS LP covenants and agrees to defend, indemnify and hold harmless  
each of the Parent, the Surviving Corporation, such of the other members of the 
MCM Group (without duplication) as are, directly or indirectly, wholly owned by 
the Parent and the respective officers, directors and employees of the Parent,  
the Surviving Corporation and any such other member of the                      

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MCM Group (collectively, the "MGI Indemnitees") from and against, and pay or    
reimburse the MGI Indemnitees for, any and all claims, demands, liabilities,    
obligations, losses, fines, costs, expenses, Litigation, deficiencies or damages
(whether absolute, accrued, conditional or otherwise and whether or not         
resulting from third party claims), including interest and penalties with       
respect thereto and out-of-pocket expenses and reasonable attorneys' and        
accountants' fees and expenses incurred in the investigation or defense of any  
of the same or in asserting, preserving or enforcing any of their respective    
rights hereunder (collectively, "Losses"), incurred or suffered by any MGI      
Indemnitee (provided that any Loss incurred or suffered by any member of the MCM
Group that is not, directly or indirectly, wholly owned by the Parent shall be  
deemed to be a Loss incurred or suffered by the Parent in an amount equal to the
amount of such Loss incurred or suffered by such member of the MCM Group        
multiplied by a fraction, the numerator of which shall be the portion of the    
outstanding common equity interests of such member of the MCM Group that,       
directly or indirectly, is held by any wholly owned member of the MCM Group and 
the denominator of which shall be all of the outstanding common equity interests
of such non-wholly owned member of the MCM Group) with respect to, resulting    
from or arising out of:                                                         

   (a) any inaccuracy of any representation or warranty by the
 Stockholders or GS LP made in or pursuant to this Agreement or in any
    certificate delivered by any Stockholder or GS LP in connection with the
Closing; or                                                         

          (b) any failure by any of the Stockholders or GS LP to perform any
    of their covenants or agreements hereunder or fulfill any other of their
obligations in respect hereof;                                      

provided, that (i) in the case of any representation and warranty set forth in  
Section 2.1, GS LP shall indemnify and hold harmless under this Section 7.1 for 
only 10%, and each of the Stockholders shall indemnify and hold harmless under  
this Section 7.1 for their respective percentages (as calculated pursuant to    
Section 7.4(b)) of 90%, of each Loss incurred or suffered with respect to,      
resulting from or arising out of such representation and warranty; (ii) GS LP   
shall not indemnify and hold harmless under this Section 7.1 for Losses incurred
or suffered with respect to, resulting from or arising out of any representation
and warranty set forth in Section 2.2 or any breach or nonfulfillment by the    
Stockholders of any covenant, agreement or obligation                           

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described in Section 7.1(b); and (iii) the Stockholders shall not indemnify and 
hold harmless under this Section 7.1 for Losses incurred or suffered with       
respect to, resulting from or arising out of any representation and warranty set
forth in Section 2.3 or any breach or nonfulfillment by GS LP of any covenant,  
agreement or obligation described in Section 7.1(b).                            

      7.2 Indemnification by MGI. To the fullest extent permitted by
applicable law, MGI covenants and agrees to defend, indemnify and hold harmless 
each of the Stockholders and GS LP from and against, and pay or reimburse them  
for, any and all Losses incurred or suffered by any of them with respect to,    
resulting from or arising out of:                                               

        (a) any inaccuracy of any representation or warranty by MGI, the
Parent or Merger Sub made in or pursuant to this Agreement or in any
     certificate delivered by MGI, the Parent or Merger Sub in connection with
the Closing; or                                                     

          (b) any failure by MGI, the Parent or Merger Sub to perform any of
 their covenants or agreements hereunder or fulfill any other of their
obligations in respect hereof.                                      

           7.3 Further Indemnification by GS LP. GS LP covenants and agrees to
defend, indemnify and hold harmless each of the Stockholders from and against,  
and pay or reimburse them for, any and all Losses incurred or suffered by any of
them with respect to, resulting from or arising out of:                         

          (a) any inaccuracy of any representation or warranty by GS LP made
 in or pursuant to Section 2.3 of this Agreement or in any certificate
  delivered by GS LP in connection with the Closing relating to any such
representation or warranty; or                                      

   (b) any failure by GS LP to perform any of its covenants or
     agreements hereunder or fulfill any of its obligations in respect hereof.

       7.4 Payment Adjustments, etc. Any indemnity payment made by any
Stockholder or GS LP to the MGI Indemnitees, on the one hand, or by MGI to the  
Stockholders or GS LP, on the other hand, pursuant to this Article VII in       
respect of any claim (i) shall be net of an amount equal to                     

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(x) any insurance proceeds realized by and paid to the Indemnified Party minus  
(y) any related costs and expenses, including the aggregate cost of pursuing any
related insurance claims plus any correspondent increases in insurance premiums 
or other chargebacks and (ii) shall be (a) reduced by an amount equal to the    
Income Tax benefits, if any, attributable to such claim and (b) increased by an 
amount equal to the Income Taxes, if any, attributable to the receipt of such   
indemnity payment, but only to the extent that such Tax benefits are actually   
realized, or such Income Taxes are actually paid, as the case may be, by the    
Indemnified Party or any consolidated, combined or unitary group of which any   
Indemnified Party is a member.                                                  

           7.5 Indemnification Procedures; Limitations. (a) In the case of any
claim asserted by a third party against a party entitled to indemnification     
under this Article VII (the "Indemnified Party"), notice shall be given by the  
Indemnified Party to the party required to provide indemnification (the         
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and the Indemnified Party     
shall permit the Indemnifying Party (at the expense of such Indemnifying Party) 
to assume the defense of any claim or any litigation resulting therefrom,       
provided, that (i) counsel for the Indemnifying Party who shall conduct the     
defense of such claim or litigation shall be reasonably satisfactory to the     
Indemnified Party, and the Indemnified Party may participate in such defense at 
such Indemnified Party's expense and (ii) the failure of any Indemnified Party  
to give notice as provided herein shall not relieve the Indemnifying Party of   
its indemnification obligation under this Agreement except to the extent that   
such failure results in a lack of actual notice to the Indemnifying Party and   
such Indemnifying Party is materially prejudiced as a result of such failure to 
give notice. Except with the prior written consent of the Indemnified Party, no 
Indemnifying Party, in the defense of any such claim or litigation, shall       
consent to entry of any judgment or enter into any settlement that provides for 
injunctive or other non-monetary relief affecting the Indemnified Party or that 
does not include as an unconditional term thereof the giving by each claimant or
plaintiff to such Indemnified Party of a release from all liability with respect
to such claim or litigation. In the event that the Indemnified Party shall in   
good faith determine that the conduct of the defense of any claim subject to    
indemnification hereunder or any proposed settlement of any such claim by the   
Indemnifying Party might be expected to affect adversely the Indemnified        

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Party's Tax liability or (in the case of an Indemnified Party that is an MGI    
Indemnitee) the ability of any member of the MCM Group to conduct, in any       
material respect, its business, or that the Indemnified Party may have available
to it one or more defenses or counterclaims that are inconsistent with one or   
more of those that may be available to the Indemnifying Party in respect of such
claim or any litigation relating thereto, the Indemnified Party shall have the  
right at all times to participate in the defense, settlement, negotiations or   
litigation relating to any such claim with counsel of its own choosing, with all
of the fees and expenses of one (but not more than one) such counsel payable by 
the Indemnifying Party, provided that if the Indemnified Party does so exercise 
its right to participate, the Indemnified Party shall not settle such claim or  
litigation without the written consent of the Indemnifying Party, such consent  
not to be unreasonably withheld. In the event that the Indemnifying Party does  
not accept the defense of any matter as above provided, the Indemnified Party   
shall have the full right to defend against any such claim or demand, and shall 
be entitled to settle or agree to pay in full such claim or demand.             

          (b) Notwithstanding anything to the contrary in the foregoing, (i)
the aggregate indemnification obligations hereunder of the Stockholders and GS  
LP for Losses with respect to, resulting from or arising out of Section 7.1(a)  
and (b) shall not exceed $5,000,000 and (ii) each of the Stockholders and GS LP 
shall be required to indemnify and hold harmless under Section 7.1(a) and (b)   
(x) only for each claim in respect of which the aggregate Losses exceed $50,000 
and (y) only to the extent that the aggregate amount (without duplication and   
without regard to the indemnification threshold set forth in clause (x) above)  
of Losses incurred or suffered with respect to or in connection with the matters
described in such Sections exceeds $250,000. For purposes of calculating the    
percentage of any Losses that any Stockholder shall be responsible for, the     
percentage shall be based on the ratio on the date hereof of (i) the number of  
shares of CERA Common Stock owned by such Stockholder to (ii) the aggregate     
number of shares of CERA Common Stock owned by all the Stockholders; provided   
that in the event that any Stockholder that is a trust for the benefit of any   
other Stockholder and/or the family members of or other persons affiliated with 
such other Stockholder shall fail to pay any or all of its pro rata portion of  
any Losses of an Indemnified Party subject to indemnification under Section 7.1 
promptly after a request therefor is made, such Indemnified Party shall be      
entitled to recover, without                                                    

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duplication, the amount of such unpaid Losses in accordance with the provisions 
hereof directly from such other Stockholder (in addition to any other payment in
respect of such Losses that may be due hereunder from such other Stockholder).  

           7.6 Survival of Representations and Warranties, etc. All claims for
indemnification under clause (a) or (b) of Section 7.1, clause (a) or (b) of    
Section 7.2 or clause (a) or (b) of Section 7.3 must be asserted on or prior to 
the date that is 30 days after the termination of the respective survival       
periods set forth in this Section 7.6. The representations, warranties,         
covenants and agreements made in or pursuant to this Agreement or in any        
certificate delivered in connection with the Closing shall survive the execution
and delivery of this Agreement, any examination by or on behalf of the parties  
hereto and the completion of the transactions contemplated herein, but only to  
the extent specified below:                                                     

       (a) except as set forth below, the representations, warranties,
    covenants and agreements made in or pursuant to this Agreement or in any
    certificate delivered in connection with the Closing shall survive until
the first anniversary of the Closing Date;                          

          (b) the representations and warranties contained in Sections 2.1.6
and 2.4.9 shall survive until the expiration of any statutes of     
limitations applicable to the particular Tax at issue, and the      
  representations and warranties contained in Sections 2.1.16 and 2.4.19
shall survive until the expiration of any statutes of limitations   
applicable to the particular provision of ERISA at issue;           

         (c) the covenants and agreements set forth herein which, by their
    terms, are to be performed subsequent to the Closing shall survive until
the expiration of any applicable statutes of limitation; and        

        (d) a representation and warranty, and a covenant and agreement,
    shall survive after the applicable time period set forth in subparagraph
(a), (b) or (c) above only with respect to any claim that has been  
   asserted within the time period set forth in the first sentence of this
Section 7.6.                                                        

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ARTICLE VIII

DEFINITIONS; MISCELLANEOUS

          8.1 Definition of Certain Terms. The terms defined in this Section
8.1, whenever used in this Agreement shall have the respective meanings         
indicated below for all purposes of this Agreement. All references herein to a  
Section, Article or Schedule are to a Section, Article or Schedule of or to this
Agreement, unless otherwise indicated.                                          

          Affiliate: of a Person means a Person that directly, or indirectly
 through one or more intermediaries, Controls, is Controlled by, or is
     under common Control with, the first Person, including but not limited to
     a Subsidiary of the first Person, a Person of which the first Person is a
      Subsidiary, or another Subsidiary of a Person of which the first Person is
 also a Subsidiary. "Control" (including the terms "Controlled by" and
      "under common Control with") means the possession, directly or indirectly,
    of the power to direct or cause the direction of the management policies
of a Person, whether through the ownership of voting securities, by 
contract, as trustee or executor, or otherwise.                     

            Agreement: this Plan of Merger and Exchange Agreement, including the
Exhibits hereto.                                                    

Ancillary Document: as defined in Section 3.3.3.        

            Applicable Law: all applicable provisions of all (i) statutes, laws,
      rules, administrative codes, regulations or ordinances of any Governmental
Authority, (ii) Governmental Approvals and (iii) Orders of any      
Governmental Authority.                                             

         Business Day: a day other than a Saturday, Sunday or other day on
    which commercial banks in New York, New York or Cambridge, Massachusetts
are authorized or required by law to close.                         

CD&R: as defined in Section 3.4.1(a).                   

        CD&R Consulting Agreement: the Consulting Agreement, dated as of
      August 31, 1996, among MGI, MCM and CD&R, as amended, supplemented, waived
or otherwise modified from time to time.                            

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  CERA Acquisition Transaction: as defined in Section 3.1.5.

CERA Allocated LLC Units: as defined in Section 1.3.    

CERA Assets: as defined in Section 2.1.7(a).            

CERA Bonus Plan: as defined in Section 5.3.1(d).        

          CERA CAGR: the compound annual growth rate, calculated as provided
 in Exhibit M hereto, of the revenues of CERA Inc. from the businesses
engaged in by CERA Inc. or CERA LP on the date hereof (including the
      revenues from such businesses or transactions that the Board of the Parent
      may determine, at or prior to the time such businesses or transactions are
     first engaged in or entered into, shall be part of the businesses engaged
     in by CERA Inc. or CERA LP on the date hereof, but excluding all revenues
      from the GS Advisory Agreement or any other agreement which (i) imposes an
    exclusivity obligation on CERA Inc. or (ii) provides for compensation of
  CERA Inc. in the form of contingent transaction fees) (the "Qualifying
      Revenues"), determined in accordance with GAAP, from the fiscal year ended
     June 30, 1997 to the fiscal year ending June 30, 2000; provided that upon
     the first to occur, prior to June 30, 2000, of (x) a Public Offering or a
Qualifying Sale, the CERA CAGR shall be deemed to be 20%, or (y) a  
Nonqualifying Sale, the CERA CAGR shall be deemed to be the compound
      annual growth rate, calculated as provided in Exhibit M, of the Qualifying
    Revenues from the fiscal year ended June 30, 1997 to the last day of the
calendar month immediately preceding the closing date of such       
    Nonqualifying Sale if such closing shall occur on or after the tenth day
of the following month, and otherwise to the last day of the second 
calendar month immediately preceding such closing date.             

       CERA Cash Distribution: as defined in the third recital to this
Agreement.                                                          

   CERA Common Stock: as defined in the second recital to this
Agreement.                                                          

CERA Contingent Option: as defined in Section 1.3.      

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    CERA Contingent Option LLC Units: as defined in Section 1.3.

CERA Disclosure Letter: as defined in Section 2.1.      

       CERA Distribution Loan: as defined in the third recital to this
Agreement.                                                          

    CERA Employment and Withholding Taxes: as defined in Section
2.1.6(a).                                                           

  CERA Financial Statements: as defined in Section 2.1.3(a).

CERA Headquarters Lease: as defined in Section 2.1.7(b).

      CERA Holder Information Form: the CERA Holder Information Form
attached hereto as Exhibit D.                                       

     CERA Inc.: as defined in the first recital to this Agreement.

   CERA Intellectual Property: as defined in Section 2.1.9(a).

CERA Lease: as defined in Section 2.1.7(b).             

CERA Licenses: as defined in Section 2.1.9(a).          

            CERA LLC Unit Grant Agreement: a Management LLC Unit Grant Agreement
 between CERA Inc. and a CERA Management Member, having terms that are
    substantially the same (except with respect to purchase price and except
  as specified in Section 1.5) as the corresponding terms of the form of
   management LLC Unit subscription agreement attached as Exhibit B to the
   CERA Option Plan, and pursuant to which CERA Inc. shall have granted to
   such CERA Management Member LLC Units and a right to receive Contingent
LLC Units in accordance with Section 1.5.                           

         CERA LLC Unit Grant Plan: as defined in the ninth recital to this
Agreement.                                                          

   CERA LP: as defined in the first recital to this Agreement.

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        CERA Management Members: as defined in the ninth recital to this
Agreement.                                                          

        CERA Material Adverse Effect: a materially adverse effect on the
      business, financial condition, results of operations or properties of CERA
Inc. and CERA LP, taken as a whole.                                 

          CERA Material Change: a material change, after the date hereof, in
     the business, financial condition, results of operations or properties of
CERA Inc. and CERA LP, taken as a whole.                            

         CERA Non-Voting Common Stock: as defined in the second recital to
this Agreement.                                                     

CERA Option Plan: as defined in Section 5.3.1(c).       

CERA Plans: as defined in Section 2.1.16(a).            

CERA Returns: as defined in Section 2.1.6(a).           

        CERA Roll-up: as defined in the sixth recital to this Agreement.

     CERA Stock Exchange: as defined in the fourth recital to this
Agreement.                                                          

           CERA Stockholders Agreement: the Agreement with Stockholders, dated
as of November 30, 1994, by and among CERA Inc., GS LP and certain  
stockholders of CERA Inc. named therein.                            

           CERA Stockholders Common Stock: as defined in the second recital to
this Agreement.                                                     

CERA Taxes: as defined in Section 2.1.6(a).             

          CERA Voting Common Stock: as defined in the second recital to this
Agreement.                                                          

     CERA/GS Contingent Percentage: the percentage (rounded to the
     nearest hundredth of a percentage point) equal to the sum of (i) 33% plus
     (ii) the product of (x) 8.35% multiplied by (y) a fraction, the numerator
   of which is the CERA CAGR minus 16% and the denominator of which is 4%.

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Certificate of Merger: as defined in Section 1.1.2(d).  

Closing: as defined in Section 1.1.2.                   

Closing Date: as defined in Section 1.1.2.              

Code: the Internal Revenue Code of 1986, as amended.    

Competitor:  as defined in Section 5.1.                 

      Consent: any consent, approval, authorization, waiver, permit,
  license, grant, exemption or order of, or registration, declaration or
  filing with, any Person, including but not limited to any Governmental
Authority.                                                          

Contingent LLC Units: the additional LLC Units that the 
    Stockholders, GS LP and the CERA Management Members shall be entitled to
      receive pursuant to Sections 1.3(c), 1.4(c) and 1.5 and the management LLC
     Unit grant agreements to be entered into with each of the CERA Management
    Members, respectively, in an aggregate amount determined as follows: (i)
      if the CERA CAGR is less than 16%, the Contingent LLC Units shall be equal
 to 0; (ii) if the CERA CAGR is equal to 16%, the Contingent LLC Units
     shall be equal to 144,439; (iii) if the CERA CAGR is greater than 16% but
  less than 20%, the Contingent LLC Units shall be equal to an aggregate
    number of additional LLC Units such that the result obtained by dividing
    (x) the sum of 1,500,000 plus the Contingent LLC Units by (y) the sum of
 4,838,710 plus the Contingent LLC Units shall be equal to the CERA/GS
   Contingent Percentage; and (iv) if the CERA CAGR is equal to or greater
  than 20%, the Contingent LLC Units shall be equal to 853,890; provided
  that the Contingent LLC Units may be adjusted pursuant to Section 1.8.

    Contingent Option Agreement: as defined in Section 1.1.2(c).

Contingent Options: as defined in Section 1.4.          

         DGCL: the General Corporation Law of the State of Delaware, as in
effect from time to time.                                           

Dissenting Shares: as defined in Section 1.2.5.         

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Effective Time: as defined in Section 1.1.2(d).         

Employment Agreement: as defined in Section 4.2.3.      

            Employment and Withholding Taxes: any federal, state, local, foreign
    or other employment, unemployment, social security, disability, workers'
  compensation, payroll, health care or other similar tax, duty or other
   governmental charge or assessment or deficiencies thereof and all Taxes
required to be paid or withheld by or on behalf of each of the MCM  
      Companies, CERA LP or CERA Inc., as applicable, in connection with amounts
    paid or owing to any employee, independent contractor, creditor or other
   party (including, but not limited to all interest and penalties thereon
and additions thereto whether disputed or not).                     

        Environmental Activity: any storage, holding, release, emission,
discharge, generation, disposal, handling or transportation of any  
Hazardous Materials.                                                

          Environmental Laws: all Applicable Laws relating to the protection
   of the environment, to human health and safety, or to any Environmental
Activity, including, without limitation, (i) the Comprehensive      
Environmental Response, Compensation and Liability Act, the Resource
      Conservation and Recovery Act, and the Occupational Safety and Health Act,
and (ii) all other requirements pertaining to reporting, licensing, 
permitting, investigation or remediation of emissions, discharges or
    releases of Hazardous Materials into the air, surface water, groundwater
   or land, or relating to the manufacture, processing, distribution, use,
 sale, treatment, receipt, storage, disposal, transport or handling of
Hazardous Materials.                                                

      ERISA: the Employee Retirement Income Security Act of 1974, as
amended.                                                            

          Exchange Act: the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.        

            Exchange Agent: the Person appointed by the Parent to administer the
 exchange of MGI Certificates for LLC Certificates pursuant to Section
1.2.6.                                                              

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Existing MGI Options: as defined in Section 1.2.4(d).   

          Existing Partnership Agreement: the Amended and Restated Agreement
of Limited Partnership of CERA LP, dated as of November 30, 1994.   

Founding Stockholders: as defined in Section 5.1.       

Fund IV: as defined in Section 2.4.3.                   

         Fund IV Indemnification Agreement: the Indemnification Agreement,
      dated as of August 31, 1996, among MGI, MCM, CD&R and Fund IV, as amended,
supplemented, waived or otherwise modified from time to time.       

GAAP: as defined in Section 2.1.3(b).                   

          Governmental Approval: any Consent of, with or to any Governmental
Authority.                                                          

            Governmental Authority: any nation or government, any state or other
political subdivision thereof, including, without limitation, any   
 governmental agency, department, commission or instrumentality of the
      United States, any State of the United States or any political subdivision
  thereof, or any stock exchange or self-regulatory agency or authority.

           GS Advisory Agreement: the Advisory Agreement, dated as of November
30, 1994, between GS LP and CERA LP.                                

GS Allocated LLC Units: as defined in Section 1.4.      

GS Contingent Option: as defined in Section 1.4.        

  GS Contingent Option LLC Units: as defined in Section 1.4.

          GS LP: as defined in the introductory paragraph of this Agreement.

        GS LP Holder Information Form: the GS LP Holder Information Form
attached hereto as Exhibit E.                                       

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         GS Partnership Interest: as defined in the second recital to this
Agreement.                                                          

            GS Partnership Interest Exchange: as defined in the fifth recital to
this Agreement.                                                     

           GS Purchase Agreement: the Purchase Agreement, dated as of November
30, 1994, by and among CERA LP, CERA Inc. and GS LP.                

   Hazardous Materials: any substance that: (i) is or contains
   asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
petroleum or petroleum-derived substances or wastes, (ii) requires  
    investigation, removal or remediation under any Environmental Law, or is
  defined as a "hazardous waste" or "hazardous substance" thereunder, or
     (iii) is toxic, explosive, corrosive, flammable, infectious, radioactive,
   carcinogenic, mutagenic, or otherwise hazardous and is regulated by any
Governmental Authority or Environmental Law.                        

          HSR Act: the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations thereunder.               

Income Tax: any federal, state, local or foreign income,
 alternative, minimum, accumulated earnings, personal holding company,
     franchise, capital stock, net worth, capital, profits or windfall profits
      tax or other similar tax, estimated tax, duty or other governmental charge
     or assessment or deficiencies thereof (including, but not limited to, all
    interest and penalties thereon and additions thereto whether disputed or
not).                                                               

Indemnified Party: as defined in Section 7.5.           

Indemnifying Party: as defined in Section 7.5.          

        Initial CERA Option Grantees: as defined in the tenth recital to
this Agreement.                                                     

            Intellectual Property: United States and foreign trademarks, service
      marks, trade names, trade dress, copyrights, and similar rights, including
   registrations and applications to register or renew the registration of
     any of the foregoing; United States and foreign letters patent and patent
applications; and inventions,                                       

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 processes, designs, formulae, trade secrets, know-how and all similar
intellectual property rights.                                       

IRS: the Internal Revenue Service.                      

     Lien: any mortgage, pledge, hypothecation, security interest,
 encumbrance, title retention agreement, lien, charge or other similar
restriction.                                                        

Litigation: as defined in Section 2.1.11.               

LLC Agreement: as defined in Section 1.9(d).            

LLC Certificate: as defined in Section 1.2.6(a).        

      LLC Units: as defined in the fourth recital to this Agreement.

Losses: as defined in Section 7.1.                      

MCM: as defined in the third recital to this Agreement. 

   MCM Employment and Withholding Taxes: as defined in Section
2.4.9(a).                                                           

        MCM Group or MCM Company: collectively, MGI, MCM and each of its
Subsidiaries.                                                       

MCM Headquarters Lease: as defined in Section 2.4.10(b).

MCM Licenses: as defined in Section 2.4.12(a).          

MCM Returns: as defined in Section 2.4.9(a).            

MCM Taxes: as defined in Section 2.4.9(a).              

  Merger: as defined in the first recital to this Agreement.

    Merger Sub: as defined in the introductory paragraph of this
Agreement.                                                          

        MGI: as defined in the introductory paragraph of this Agreement.

 MGI Acquisition Transaction: as defined in Section 3.2.7.

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MGI Assets: as defined in Section 2.4.10(a).            

MGI/CERA Group: as defined in Section 5.1.              

MGI Certificates: as defined in Section 1.2.6(a).       

          MGI Class A Common Stock: the Class A Common Stock, par value $.01
per share, of MGI.                                                  

          MGI Class B Common Stock: the Class B Common Stock, par value $.01
per share, of MGI.                                                  

          MGI Class C Common Stock: the Class C Common Stock, par value $.01
per share, of MGI.                                                  

       MGI Common Stock: the MGI Class A Common Stock, the MGI Class B
Common Stock and the MGI Class C Common Stock.                      

MGI Disclosure Letter: as defined in Section 2.4.       

MGI Employee Option: as defined in Section 1.2.4(d).    

MGI Financial Statements: as defined in Section 2.4.6.  

    MGI Holder Information Form: the MGI Holder Information Form
attached hereto as Exhibit H.                                       

MGI Indemnitees: as defined in Section 7.1.             

   MGI Intellectual Property: as defined in Section 2.4.12(a).

MGI Lease: as defined in Section 2.4.10(b).             

   MGI Management Option Plan: as defined in Section 1.2.4(d).

          MGI Management Stock Subscription Agreements: the Management Stock
Subscription Agreements by and between MGI and each purchaser party 
     thereto, as amended, supplemented, waived or otherwise modified from time
    to time, relating to the purchase of MGI Common Stock by such purchaser.

       MGI Material Adverse Effect: a materially adverse effect on the
business, financial condition, results of                           

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operations or properties of the MCM Companies, taken as a whole.    

         MGI Material Change: a material change, after the date hereof, in
     the business, financial condition, results of operations or properties of
the MCM Group, taken as a whole.                                    

MGI Option Plans: as defined in Section 1.2.4(d).       

MGI Plans: as defined in Section 2.4.19.                

MGI Special Option: as defined in Section 1.2.4(d).     

 MGI Special Options Plan: as defined in Section 1.2.4(d).

           Nonqualifying Sale: a Sale of the Parent or CERA Inc. or a Spin-Off
of CERA Inc. that does not constitute a Qualifying Sale.            

       Offer Documents: the prospectus, information statement or other
 similar document or documents to be sent to the holders of MGI Common
Stock in connection with and prior to the Merger.                   

Order: as defined in Section 2.1.11.                    

         Organizational Documents: as to any Person, if a corporation, its
   articles or certificate of incorporation and by-laws; if a partnership,
 its certificate of partnership and partnership agreement; and if some
other entity, its constituent documents.                            

           Parent: as defined in the introductory paragraph of this Agreement.

          Per Share MGI Allocated LLC Units: as defined in Section 1.2.4(a).

Permitted CERA Liens: as defined in Section 2.1.7(a).   

Permitted MCM Liens: as defined in Section 2.4.10(a).   

    Person: any natural person or any firm, partnership, limited
liability partnership,                                              

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association, corporation, limited liability company, trust, business
trust, Governmental Authority or other entity.                      

         Public Offering: a sale to the public in the United States of LLC
      Units or other equity interests in the Parent or its successor, or in CERA
  Inc., pursuant to an underwritten public offering of such LLC Units or
   other equity interests led by one or more underwriters, at least one of
which is of nationally recognized standing.                         

          Qualifying Sale: (i) a Sale of the Parent or of CERA Inc. in which
the aggregate value (in the case of any contingent or non-cash      
   consideration, as determined in good faith by the board of directors or
      managers of the Parent or its successor) of the consideration paid for the
   equity interests in the Parent or its successor or in CERA Inc., as the
    case may be, is equal to or greater than $225,000,000 in the case of the
    Parent or such successor, or equal to or greater than $90,000,000 in the
     case of CERA Inc., or (ii) a Spin-Off of CERA Inc. in which the aggregate
    value (as determined in good faith by the board of directors or managers
of the Parent or its successors after consideration of such factors,
     including a valuation of the capital stock of CERA Inc. by an independent
   valuation firm, as such board of directors or managers shall deem to be
    relevant) of the capital stock of CERA Inc. at the time of such Spin-Off
shall be equal to or greater than $90,000,000.                      

      Registration and Participation Agreement: the Registration and
   Participation Agreement, dated as of August 31, 1996, among MGI and the
   stockholders of MGI that are parties thereto, as amended, supplemented,
waived or otherwise modified from time to time.                     

            Registration Statement: the registration statement on Form S-4 to be
     filed by the Parent with the SEC with respect to the LLC Units (including
    the Contingent LLC Units and any LLC Units issuable upon exercise of the
    Contingent Options) to be issued in connection with the Merger, the CERA
Stock Exchange and the GS Partnership Interest Exchange.            

    Representatives: as to any Person, its accountants, counsel,
  consultants (including actuarial, insurance and industry consultants),
employees, agents                                                   

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and other representatives and advisors.                             

          Return: any return, report, declaration, form, claim for refund or
information statement relating to Taxes, including any schedule or  
   attachment thereto, and including any amendment thereof, required to be
filed by or on behalf of any MCM Company, CERA LP or CERA Inc., as  
applicable.                                                         

          Sale: As applied to any entity, and whether accomplished through a
single transaction or a series of related transactions:             

           (i) the acquisition by any Person or "group" (as defined in Section
   13(d) of the Exchange Act), other than any owner of equity interests in
     such entity as of the Closing Date or any Affiliate of such owner, of 50%
    or more of the combined voting power of such entity's or its successor's
then outstanding voting securities or other voting equity interests;

            (ii) the merger or consolidation of such entity or its successor, as
 a result of which Persons who were owners of equity interests in such
entity immediately prior to such merger or consolidation, do not,   
    immediately thereafter, own, directly or indirectly, securities or other
    equity interests representing more than 50% of the combined voting power
   entitled to vote generally in the election of directors or managers, as
the case may be, of the survivor of such merger or consolidation; or

           (iii) the sale (directly or indirectly, whether through one or more
   transfers of securities of one or more entities or otherwise) of all or
     substantially all of the assets of such entity or its successor to one or
    more Persons that are not, immediately prior to such sale, Affiliates of
    such entity, such successor or owners of equity interests in such entity
or such successor.                                                  

SEC: the Securities and Exchange Commission.            

Securities Act: the Securities Act of 1933, as amended. 

            Spin-Off of CERA Inc.: a distribution of all of the capital stock of
    CERA Inc. to holders of equity interests in the Parent or its successor,
where no                                                            

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consideration is required to be paid for the capital stock so being 
distributed.                                                        

      Stockholders: as defined in the introductory paragraph of this
Agreement.                                                          

Sword: as defined in Section 3.4.1(a)(ii).              

           Subsidiary: each corporation or other Person in which a Person owns
or controls, directly or indirectly, capital stock or other equity  
   interests representing more than 50% of the outstanding voting stock or
other equity interests.                                             

Surviving Corporation: as defined in Section 1.2.1.     

    Tax: (i) any federal, state, local, foreign or other income,
 alternative, minimum, accumulated earnings, personal holding company,
    franchise, capital stock, net worth, capital, profits, windfall profits,
     gross receipts, value added, sales, use, excise, custom duties, transfer,
 documentary, registration, stamp, premium, real property, ad valorem,
intangibles, rent, occupancy, license, occupational, employment,    
      unemployment, social security, disability, workers' compensation, payroll,
   health care, withholding, estimated or other similar tax, duty or other
governmental charge or assessment or deficiency thereof of any kind 
 whatsoever (including, but not limited to, all interest and penalties
      thereon and additions thereto whether disputed or not), (ii) any liability
    of any MCM Company, CERA LP or CERA Inc., as applicable, for the payment
     of any amounts of the type described in clause (i) as a result of being a
   member of an affiliated, consolidated, combined or unitary group, or of
      being a party to any agreement or arrangement whereby liability of any MCM
      Company, CERA LP or CERA Inc., as applicable, for payments of such amounts
   was determined or taken into account with reference to the liability of
    any other Person, and (iii) any liability of any MCM Company, CERA LP or
   CERA Inc., as applicable, for the payment of any amounts as a result of
    being party to any tax sharing or tax indemnity agreement or arrangement
      with respect to the payment of any amounts of the type described in clause
(i) or (ii).                                                        

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        Transactions: as defined in the fifth recital to this Agreement.

     Transfer Taxes: all transfer, documentary, sales, use, stamp,
    registration and other such Taxes and fees (including but not limited to
    any real property transfer Tax, whether based on value, proceeds or gain
and whether direct or indirect, and any similar Tax).               

        Treasury Regulations: the regulations prescribed under the Code.

        8.2 Expenses. Each party hereto shall be responsible for its own
fees, costs and expenses (including attorneys' fees and expenses) in connection 
with this Agreement and the transactions contemplated hereby; provided, that in 
the event that the Closing shall occur, on the Closing Date MGI shall pay (i)   
the fees and expenses of Goldman Sachs & Co. in respect of the Transactions,    
(ii) the fees and expenses of Wm. Sword & Co. in respect of the Transactions, in
an aggregate amount not to exceed $1,355,811, and provided that any additional  
amount shall be payable by the Stockholders and/or GS LP and (iii) any Transfer 
Taxes that may be payable and due in respect of the Merger; and all of the other
fees, costs and expenses (including, without limitation, attorneys' and         
accountants' fees and expenses) incurred in connection with this Agreement and  
the transactions contemplated hereby, to the extent not previously paid, shall  
be paid by MGI and CERA Inc.                                                    

           8.3 Severability. If any provision of this Agreement is inoperative
or unenforceable for any reason, such circumstances shall not have the effect of
rendering the provision in question inoperative or unenforceable in any other   
case or circumstance, or of rendering any other provision or provisions herein  
contained invalid, inoperative, or unenforceable to any extent whatsoever. The  
invalidity of any one or more phrases, sentences, clauses, Sections or          
subsections of this Agreement shall not affect the remaining portions of this   
Agreement.                                                                      

            8.4 Notices. All notices, requests, demands and other communications
made in connection with this Agreement shall be in writing and shall be (a)     
mailed by first-class, registered or certified mail, return receipt requested,  
postage prepaid, or (b) transmitted by hand delivery or reputable overnight     
delivery service, addressed as follows:                                         

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(i)  if to MGI, to:                                     

c/o McCarthy, Crisanti & Maffei, Inc.       
One Chase Manhattan Plaza, Fl. 37           
New York, New York  10005                   
Telecopy:  (212) 908-4345                   
Telephone: (212) 509-5800                   

Attention:  Mr. David D. Nixon              

With copies to:                             

Clayton, Dubilier & Rice, Inc.              
375 Park Avenue, 18th Floor                 
New York, New York  10152                   
Telecopy:  (212) 407-5252                   
Telephone: (212) 407-5200                   

Attention:  Mr. Donald J. Gogel             

Brera Capital Partners, LLC                 
590 Madison Avenue, 18th Floor              
New York, New York  10022                   
Telecopy:  (212) 835-1399                   
Telephone: (212) 835-1350                   

Attention:  Mr. Alberto Cribiore            

and to:                                     

Debevoise & Plimpton                        
875 Third Avenue                            
New York, New York  10022                   
Telecopy:  (212) 909-6836                   
Telephone: (212) 909-6000                   

Attention:  Steven R. Gross, Esq.           

(ii)    if to the Parent or Merger Sub to:                  

c/o McCarthy, Crisanti & Maffei, Inc.       
One Chase Manhattan Plaza, F1.37            
New York, New York 10005                    
Attention:  Mr. David D. Nixon              

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with a copy to:                             

Debevoise & Plimpton                        
875 Third Avenue                            
New York, New York 10022                    
Attention:  Steven R. Gross, Esq.           

(iii)    if to a Stockholder, to such Stockholder at          
the address set forth on Exhibit N hereto:  

with copies to:                             

Hale and Dorr LLP                           
60 State Street                             
Boston, Massachusetts  02109                
Telecopy:  (617) 526-5000                   
Telephone: (617) 526-6000                   

Attention:  Paul P. Brountas, Esq.          

(iv)      if to GS LP, to:                                      

Goldman, Sachs & Co.                        
85 Broad Street                             
New York, New York  10004                   
Telecopy:  (212) 902-3000                   
Telephone: (212) 902-1000                   

Attention:  Pierre F. Lapeyre               

or, in each case, at such other address as may be specified in writing to the   
other parties hereto.                                                           

8.5  Miscellaneous.                                     

         8.5.1. Headings. The headings contained in this Agreement are for
convenience of reference only and shall not affect the meaning or interpretation
of this Agreement.                                                              

        8.5.2. Entire Agreement. This Agreement, including the Exhibits,
constitutes the entire agreement, and supersedes all prior agreements and       
understandings, both written and oral, between the parties with respect to the  
subject matter hereof.                                                          

      8.5.3. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be                                            

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deemed an original and all of which shall together constitute one and the same  
instrument.                                                                     

     8.5.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF   
THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. TO THE  
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARENT, MERGER SUB, THE         
STOCKHOLDERS, GS LP AND MGI HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATES OF NEW YORK AND DELAWARE, AND THE FEDERAL COURTS OF THE    
UNITED STATES OF AMERICA LOCATED IN THE STATE, CITY AND COUNTY OF NEW YORK OR IN
THE DISTRICT OF DELAWARE, AS APPLICABLE, SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE DOCUMENTS        
REFERRED TO IN THIS AGREEMENT, AND HEREBY AND THEREBY WAIVE, AND AGREE NOT TO   
ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR
ENFORCEMENT HEREOF OR OF ANY SUCH DOCUMENT, THAT IT OR THEY ARE NOT SUBJECT     
THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT    
MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR 
THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES   
HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR         
PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE, DELAWARE STATE 
OR FEDERAL COURT. THE PARENT, MERGER SUB, THE STOCKHOLDERS, GS LP AND MGI HEREBY
CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES
AND OVER THE SUBJECT MATTER OF ANY SUCH DISPUTE AND AGREE THAT, TO THE FULLEST  
EXTENT PERMITTED BY APPLICABLE LAW, MAILING OF PROCESS OR OTHER PAPERS IN       
CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 
8.4, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND     
SUFFICIENT SERVICE THEREOF. EACH OF THE PARTIES HERETO AGREES THAT THIS         
AGREEMENT INVOLVES AT LEAST $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED
INTO IN EXPRESS RELIANCE UPON 6 Del. C. ss. 2708. EACH OF THE PARTIES HERETO    
IRREVOCABLY AGREES, TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE
OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE    
STATE OF DELAWARE AS SUCH PARTY'S AGENT FOR ACCEPTANCE OF LEGAL PROCESS.        

       8.5.5. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,          
successors and permitted assigns.                                               

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        8.5.6. Assignment. This Agreement shall not be assignable by any
party hereto without the prior written consent of the other parties hereto.     

            8.5.7. No Third Party Beneficiaries. Except for Article VII, nothing
in this Agreement shall confer any rights upon any person or entity other than  
the parties hereto and their respective heirs, successors and permitted assigns.

            8.5.8. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE       
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND       
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF   
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS        
AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE     
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND           
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY   
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS   
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER    
VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG  
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.8.      

          8.5.9. Amendment; Waivers. No amendment, modification or discharge
of this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in writing and duly executed by the party against whom enforcement of the 
amendment, modification, discharge or waiver is sought. Any such waiver shall   
constitute a waiver only with respect to the specific matter described in such  
writing and shall in no way impair the rights of the party granting such waiver 
in any other respect or at any other time. Neither the waiver by any of the     
parties hereto of a breach of or a default under any of the provisions of this  
Agreement, nor the failure by any of the parties, on one or more occasions, to  
enforce any of the provisions of this Agreement or to exercise any right or     
privilege hereunder, shall be construed as a waiver of any other breach or      
default of a similar nature, or as a waiver of any of such provisions, rights or
privileges hereunder.                                                           

105 

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      IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.                                   

MCM GROUP, INC.     

   By: /s/  David D. Nixon
            ------------------------
         Name:  David D. Nixon
              Title: President and Chief
     Executive Officer

      GLOBAL DECISIONS GROUP LLC

   By: /s/  Gordon McMahon
            ------------------------
        Name: Gordon McMahon
             Title: Vice President and
Secretary   

  GDG MERGER CORPORATION

   By: /s/  Gordon McMahon
            ------------------------
         Name:  Gordon McMahon
             Title: Vice President and
Secretary   

106 

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STOCKHOLDERS:       

 /s/  Daniel H. Yergin
            --------------------------------
Daniel H. Yergin    

    /s/  Joseph A. Stanislaw
            --------------------------------
Joseph A. Stanislaw 

    /s/  James P. Rosenfield
            --------------------------------
James P. Rosenfield 

/s/  Jamie W. Katz  
            --------------------------------
             Jamie W. Katz, as Trustee for the
                James P. Rosenfield Irrevocable Gift
Trust               

          /s/  Augusta McC. P. Stanislaw
            --------------------------------
                 Augusta McC. P. Stanislaw, as Trustee
                  for the Joseph A. Stanislaw 1994 Trust
              for Louis Joseph Perkins Stanislaw

          /s/  Augusta McC. P. Stanislaw
            --------------------------------
                 Augusta McC. P. Stanislaw, as Trustee
                  for the Joseph A. Stanislaw 1994 Trust
                 for Katrina Augusta Perkins Stanislaw

107 

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          /s/  Augusta McC. P. Stanislaw
            --------------------------------
                 Augusta McC. P. Stanislaw, as Trustee
                  for the Joseph A. Stanislaw 1994 Trust
               for Henry Winslow Perkins Stanislaw

/s/  I.C. Bupp      
            --------------------------------
I.C. Bupp           

   /s/  Stephen C. Aldrich
            --------------------------------
Stephen C. Aldrich  

         THE GOLDMAN SACHS GROUP, L.P.

                 By: The Goldman Sachs Corporation, as
          general partner of The Goldman
Sachs Group, L.P.   

   By: /s/  David Leuschen
            --------------------------------
         Name:  David Leuschen
                   Title: Executive Vice President

108 

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                                                                       Exhibit A

 CERA Management Members

                                                                [Download Table]

                                    CERA              GDG   
      PARTICIPANT                LTICP UNITS       LLC UNITS
      -----------                -----------       ---------
                                                            
Kevin Lindemer                      7,500            11,250 

Phillippe Michelon                  7,500            11,250 

Thomas Robinson                     7,500            11,250 

Gary Simon                          7,500            11,250 

William Durbin                      3,750             5,625 

Thane Gustafson                     3,750             5,625 

Daniel Lucking                      3,750             5,625 

Alice Barsoomian                    2,000             3,000 

Simon Blakey                        2,000             3,000 

Dennis Eklof                        2,000             3,000 

Robert Esser                        2,000             3,000 

Odd Hassel                          2,000             3,000 

Edward Jordan                       2,000             3,000 

Micheline Manoncourt                2,000             3,000 

Sue Lena Thompson                   2,000             3,000 

Ray Vernon                          2,000             3,000 

Julian West                         2,000             3,000 

Steve Aldrich                       1,000             1,500 

Ann Louise Hittle                   1,000             1,500 

Steve Haggett                       1,000             1,500 

Bruce Humphrey                      1,000             1,500 

Chuck Jordan                        1,000             1,500 

Susan Leland                        1,000             1,500 

Larry Makovich                      1,000             1,500 

Greg McCormack                      1,000             1,500 

James Placke                        1,000             1,500 

Brian Ward                          1,000             1,500 

     TOTAL                         71,250           108,875 

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                                                                     Exhibit B

Exhibit B to the Plan of Merger and Exchange Agreement filed separately as      
Exhibit 10.36                                                                   

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                                                                       Exhibit C

OPTIONS EXHIBIT   

                                                                [Download Table]

                                       # OF LLC UNITS         EXERCISE
GROUP         NAMES                     UNDER OPTION           PRICE  
-----         -----                    --------------         --------
                                                                      
  I        Steve Aldrich                   17,000              $18.31 
           Kevin Lindemer                  17,000              $18.31 
           Dan Lucking                     17,000              $18.31 
           Philippe Michelon               17,000              $18.31 
           Thomas Robinson                 17,000              $18.31 
           Gary Simon                      17,000              $18.31 
 II        William Durbin                  10,500              $18.31 
           Dennis Eklof                    10,500              $18.31 
           Thane Gustafson                 10,500              $18.31 
           Steve Haggett                   10,500              $18.31 
           Sue Lena Thompson               10,500              $18.31 
           Julian West                     10,500              $18.31 
 III       Kimra Anderson Graves            2,000              $18.31 
           Peter Augustini                  2,000              $18.31 
           Alice Barsoomian                 2,000              $18.31 
           Simon Blakey                     2,000              $18.31 
           Mack Brothers                    2,000              $18.31 
           Lou Carranza                     2,000              $18.31 
           Bob Esser                        2,000              $18.31 
           Scott Foster                     2,000              $18.31 
           Odd Hassel                       2,000              $18.31 
           Peter Hughes                     2,000              $18.31 
           Gary Hunt                        2,000              $18.31 
           Ed Kelly                         2,000              $18.31 

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                                                                       Exhibit C

OPTIONS EXHIBIT - continued   

                                                                [Download Table]

                                          # OF LLC UNITS         EXERCISE
  GROUP               NAMES                UNDER OPTION           PRICE  
  -----               -----               --------------         --------
                                                                         
II (cont'd)     Ann Louise Hittle              2,000               $18.31
                Mike Maddox                    2,000               $18.31
                Larry Makovich                 2,000               $18.31
                Micheline Manoncourt           2,000               $18.31
                Susan Ruth                     2,000               $18.31
                Helen Sisley                   2,000               $18.31
                Brian Ward                     2,000               $18.31
    III         Jennifer Battersby             1,250               $18.31
                Claire Behrens                 1,250               $18.31
                Peter Bogin                    1,250               $18.31
                Ben Frickel                    1,250               $18.31
                Aldyn Hockstra                 1,250               $18.31
                Paul Hoffman                   1,250               $18.31
                Bruce Humphrey                 1,250               $18.31
                Huaibin Lu                     1,250               $18.31
                Elizabeth McCrary              1,250               $18.31
                Jim Meitl                      1,250               $18.31
                Martin Meyers                  1,250               $18.31
                Jim Placke                     1,250               $18.31
                Laurent Ruseckas               1,250               $18.31
                Sondra Scott                   1,250               $18.31
                Bill Veno                      1,250               $18.31
     V          Mike Banville                    325               $18.31
                Paul Barnhill                    325               $18.31
                Teresa Chang                     325               $18.31

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                                                                       Exhibit C

OPTIONS EXHIBIT - continued   

                                                                [Download Table]

                                          # OF LLC UNITS         EXERCISE
  GROUP               NAMES                UNDER OPTION           PRICE  
  -----               -----               --------------         --------
                                                                         
V (cont'd)      Susan Cummings Wiseman        325                 $18.31 
                Frederic de Collar            325                 $18.31 
                Ken Downey                    325                 $18.31 
                Frederic Egel                 325                 $18.31 
                Eduardo Fernandez             325                 $18.31 
                Kelly Gemiti                  325                 $18.31 
                Judy Gideonse                 325                 $18.31 
                John Hoffman                  325                 $18.31 
                Chuck Jordan                  325                 $18.31 
                Mike Kelly                    325                 $18.31 
                Ross Kiener                   325                 $18.31 
                Roberta Klix                  325                 $18.31 
                Kelley Knight                 325                 $18.31 
                Sue Kroscup                   325                 $18.31 
                Pat Maio                      325                 $18.31 
                Greg McCormack                325                 $18.31 
                Gig Moineau                   325                 $18.31 
                Susan Nardone                 325                 $18.31 
                Breda Nolan                   325                 $18.31 
                Les Peters                    325                 $18.31 
                Mary Alice Sanderson          325                 $18.31 
                Joe Sannicandro               325                 $18.31 
                Kirby Scudder                 325                 $18.31 
                Shankari Srinivasan           325                 $18.31 
                William Stubblefield          325                 $18.31 

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                                                                       Exhibit C

OPTIONS EXHIBIT - continued   

                                                                [Download Table]

                                          # OF LLC UNITS         EXERCISE
  GROUP               NAMES                UNDER OPTION           PRICE  
  -----               -----               --------------         --------
                                                                         
V (cont'd)      Lietza von Wodtke                 325             $18.31 
                Dagmar Wulf                       325             $18.31 
                TOTAL                         231,500             $18.31 

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                                                                       Exhibit D

Global Decisions Group LLC
 Holder Information Form
 CERA, Inc. Shareholders

In order to register your interest and receive a LLC Certificate evidencing your
LLC Units in Global Decisions Group LLC, you must complete this Holder          
Information Form by ______________ 1997 and return it to:                       

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

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

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

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

                        Required Information

1.    Name:                                                                     
                                           -------------------------------------

2.    Current Mailing Address:                                                  
                                           -------------------------------------

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

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

3.    Social Security or Employer                                               
      Identification Number:               -------------------------------------

4.    Country of Citizenship and                                                
      of Residency or Country and          -------------------------------------
State or Province of Place                                          
      of Organization:                     -------------------------------------

5.    State of Residency or State                                               
      of Principal Place of                -------------------------------------
Business and of Principal                                           
Office (if different):                                              

6.    Number of Shares of CERA,                                                 
      Inc. Surrendered:                    -------------------------------------

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7.    Federal Income Tax Basis of                                               
      the Shares of CERA, Inc.             -------------------------------------
Surrendered:                                                        

8.    Date CERA, Inc. Shares                                                    
      Originally Acquired:                 -------------------------------------

2 

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                                                                       Exhibit E

Global Decisions Group LLC
 Holder Information Form
 The Goldman Sachs Group, L.P.

In order to register your interest and receive a LLC Certificate evidencing your
LLC Units in Global Decisions Group LLC, you must complete this Holder          
Information Form by ______________ 1997 and return it to:                       

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

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

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

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

                        Required Information

1.    Name:                                                                     
                                         -------------------------------------

2.    Current Mailing Address:                                                  
                                         -------------------------------------

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

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

3.    Employer Identification                                                   
Number:                                                 
                                         -------------------------------------

4.    Country and State or                                                      
Province of Place of                                    
Organization:                                           
                                         -------------------------------------

5.    State of Principal Place of                                               
Business and of Principal                               
Office (if different):                                  
                                         -------------------------------------

6.    Federal Income Tax Basis of                                               
the Partnership Interests                               

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in CERA LP Surrendered:                                 
                                         -------------------------------------

7.    Date Partnership Interests                                                
in CERA LP Originally                                   
Acquired:                                               
                                         -------------------------------------

2 

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                                                                     Exhibit F

Exhibit F to the Plan of Merger and Exchange Agreement filed separately as      
Exhibit 10.38                                                                   

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                                                                       Exhibit G

AMENDED CERTIFICATE OF INCORPORATION

OF

 MCM GROUP, INC.

             1.    The name of the Corporation is MCM Group, Inc. (the
"Corporation").                 

                2.    The Corporation was incorporated as MCM Group, Inc. by
                       the filing of its original Certificate of Incorporation
                       with the Secretary of State of the State of Delaware on
              _____________1996. This Amended Certificate of
                      Incorporation amends in its entirety the provisions of
 the Certificate of Incorporation.

FIRST: The name of the Corporation is MCM Group, Inc.   

            SECOND: The Corporation's registered office in the State of Delaware
is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington,   
County of New Castle. The name of its registered agent at such address is The   
Corporation Trust Company.                                                      

            THIRD: The nature of the business of the Corporation and its purpose
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.           

         FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, par value $ .01  
per share (the "Common Stock").                                                 

          FIFTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation and for the  
purpose of creating, defining, limiting and regulating the powers of the        
Corporation and its directors and stockholders:                                 

          1. Generally. The business and affairs of the Corporation shall be
managed by or under the direction of                                            

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its Board of Directors (the "Board") of the Corporation consisting of at least  
three (3) natural persons ("Directors"). The Board shall have full, exclusive   
and complete discretion to manage and control the business and affairs of the   
Corporation, to make all decisions affecting the business and affairs of the    
Corporation and to take all such actions as it deems necessary or appropriate to
accomplish the purposes of the Corporation as set forth herein, including,      
without limitation, to exercise all of the powers of the Corporation.           

2.  Directors.                                          

  a. Election and Term of the Corporation's Board; Number of
Directors. At all times after the date of the Amended and Restated Limited      
Liability Agreement (the "LLC Agreement") of Global Decisions Group LLC, a      
Delaware limited liability corporation and the sole stockholder of the          
Corporation (the "Parent") and until the settlement date of the first           
underwritten public offering of equity interests in the Parent (an "Underwritten
Public Offering") after the date hereof, each of the stockholders of the        
Corporation shall be required to vote all Common Stock now or hereafter owned by
such stockholder at any meeting of stockholders and in whatever other manner is 
necessary to ensure that (x) the Board will at all times consist of all of and  
only the persons who are directors of the Parent then in office, and shall      
consist of the following persons: (A) two nominees shall be the two of Daniel H.
Yergin, Josef A. Stanislaw and James P. Rosenfield (the "CERA Principals") who  
shall at the time of such nomination have been nominated as or have been elected
as directors of the Parent (the "CERA Nominees"), (B) one nominee shall be the  
chief executive officer of McCarthy Crisanti & Maffei Inc., a New York          
corporation and wholly owned subsidiary of the Corporation ("MCM") (the "MCM    
Nominee"), (C) one nominee shall be the Chief Executive Officer, if any, of the 
Parent (the "CEO Nominee"), (D) three nominees shall be such employees of       
Clayton, Dubilier & Rice, Inc., a Delaware corporation ("CD&R"), Brera Capital  
Partners, LLC, a Delaware limited liability company ("Brera") or other          
Affiliates of Fund IV (as defined in the LLC Agreement) who shall at the time of
such nomination have been nominated as or have been elected as directors of the 
Parent (the "Fund IV Nominees") and (E) up to six additional nominees, who shall
be persons not affiliated with CD&R, Fund IV, Brera or any of the CERA          
Principals, who shall at the time of such nomination have been nominated as or  
have been elected as directors of the Parent (the "Independent Nominees" and,   

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together with the CERA Nominees, the MCM Nominee, the CEO Nominee and the Fund  
IV Nominees, the "Nominees") and (y) all such Nominees shall be duly elected.   

      b. Special Voting Provisions. (w) until the earlier of (a) the
settlement date of the first Underwritten Public Offering after the date hereof 
and (b) the issuance of the Contingent LLC Units (as defined in the Merger      
Agreement), action to approve any of the following events shall require the     
approval of at least 75% of the directors of the Corporation then in office:    

          (1) An acquisition or disposition by the Corporation of a business
     or of assets having a value in excess of $15,000,000 individually or when
aggregated with all other transactions related to the same specific 
business or asset;                                                  

   (2) A capital expenditure by the Corporation or contractual
    commitment therefor involving more than $15,000,000 individually or when
      aggregated with all other transactions related to the same specific asset;

        (3) The issuance by the Corporation in a single transaction or a
      series of related transactions of stock, or securities convertible into or
  exchangeable for stock or options, warrants or other rights to acquire
stock or such securities, for aggregate consideration in excess of  
$15,000,000;                                                        

    (4) The entry by the Corporation into new lines of business;

(5) The dissolution of the Corporation;                 

       (6) A public offering of the Corporation's stock pursuant to an
effective registration statement under the Securities Act; or       

           (7) Incurring any indebtedness for borrowed money, or any guarantee
     in respect of the same, in excess of $15,000,000, other than the renewal,
 extension, refinancing or refunding of any other indebtedness, or any
    guarantee in respect of the same, that may have previously been approved
by the Board;                                                       

           c. Liability. No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of his or her   
fiduciary duty as                                                               

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a director, provided that nothing contained in this Article shall eliminate or  
limit the liability of a director (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 
the law, (iii) under Section 174 of the General Corporation Law of the State of 
Delaware or (iv) for any transaction from which the director derived an improper
personal benefit.                                                               

        SIXTH: The Corporation reserves the right to amend or repeal any
provision contained in this Amended Certificate of Incorporation in the manner  
now or hereafter prescribed by the laws of the State of Delaware, and all rights
herein conferred upon stockholders or directors are granted subject to this     
reservation.                                                                    

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be executed by its [title of officer] thereunto duly authorized this day of ,   
1997.                                                                           

                   MCM Group, Inc.

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

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                                                                       Exhibit H

Global Decisions Group LLC
 Holder Information Form
MCM Group, Inc. Shareholders

In order to register your interest and receive a LLC Certificate evidencing your
LLC Units in Global Decisions Group LLC, you must complete this Holder          
Information Form by ______________ 1997 and return it to:                       

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

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

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

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

                        Required Information

1.    Name:                                                                     
                                         -------------------------------------

2.    Current Mailing Address:                                                  
                                         -------------------------------------

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

                                         -------------------------------------
3.    Social Security or Employer                                               
Identification Number:                                  
                                         -------------------------------------
4.    Country of Citizenship                                                    
and of Residency or                                     
Country and State or                                    
Province of Place of                                    
Organization:                                           
                                         -------------------------------------

5.    State of Residency or State                                               
of Principal Place of                                   
Business and Principal                                  
Office (if different):                                  
                                         -------------------------------------

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6.    Number of Shares of                                                       
MCM Group, Inc.                                         
Surrendered in Merger:                                  
                               ---------------------------

7.    Class of Stock of                                                         
MCM Group, Inc.:                                        
                               ---------------------------

8.    Federal Income Tax Basis of                                               
Shares of MCM Group, Inc.                                           
Surrendered:                                            
                                  ---------------------------(a)

9.    Date MCM Group, Inc. Shares                                               
Originally Acquired:                                    
                                  ---------------------------(b)

----------                                                                      
(a)   For stock received in the spin-off of MCM Group, Inc. by                  
VK/AC Holding, Inc.: the amount that you reported for               
federal income tax purposes as the value of such stock as of        
August 31, 1996.                                                    

(b)   For stock received in the spin-off of MCM Group, Inc. by                  
VK/AC Holding, Inc.: August 31, 1996.                               

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                                                                     Exhibit I

Exhibit I to the Plan of Merger and Exchange Agreement filed separately as      
Exhibit 3.3                                                                     

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                                                                     Exhibit J

Exhibit J to the Plan of Merger and Exchange Agreement filed separately as      
Exhibit 10.5                                                                    

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                                                                       Exhibit K

 MCM GROUP, INC.
LLC UNIT OPTION PLAN

[to be provided]

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                                                                       Exhibit L

Exhibit L to the Plan of Merger and Exchange Agreement filed separately as      
Exhibit 10.37                                                                   

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                                                                       EXHIBIT M

G = 100 x [(((R TEST)/(R 97)){symbol}(1/n))-1]                                  

where                                                                           

G = CERA CAGR, expressed as a percentage (rounded to the nearest                
hundredth of a percentage point)                                                

R 97 = the amount of Qualifying Revenues for the fiscal year ended June 30, 1997
reflected on the audited financial statements of CERA Inc. for such year        

R TEST = (i) in the event that a Sale of the Parent or CERA Inc., a Spin-Off of 
CERA Inc. or a Public Offering shall not have occurred prior to June 30, 2000,  
the amount of Qualifying Revenues for the fiscal year ending June 30, 2000      
reflected on the audited financial statements of CERA Inc. for such year; or    
(ii) in the event that a Nonqualifying Sale shall occur prior to June 30, 2000, 
the amount of Qualifying Revenues for the period of 12 consecutive months ending
on the last day of the month specified in the definition of CERA CAGR in Section
8.1, as determined in good faith by the management of CERA Inc. and approved by 
the Board of the Parent and as set forth in an unaudited statement of income for
such period prepared in good faith by such management and reviewed by CERA      
Inc.'s independent public accountants                                           

n = the number of years, expressed (if necessary) as a decimal number, from June
30, 1997 to (i) June 30, 2000 if a Sale of the Parent or CERA Inc., a Spin-Off  
or CERA Inc. or a Public Offering shall not have occurred prior to June 30,     
2000, and (ii) the last day of the month specified in the definition of CERA    
CAGR in Section 8.1 if a Nonqualifying Sale shall occur prior to June 30, 2000  

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                                                                       EXHIBIT N

Notice Addresses

STOCKHOLDERS:                                                                   

Daniel H. Yergin                                                                
3710 Davenport St., N.W.                                                        
Washington, D.C. 20016                                                          

Joseph A. Stanislaw                                                             
27 bis quai Anatole                                                             
Paris 75005, FRANCE                                                             

James P. Rosenfield                                                             
16 Parker Street                                                                
Lexington, MA 01982                                                             

Jamie W. Katz, as Trustee for the                                               
James P. Rosenfield Irrevocable Gift Trust                                      
8 Eliot Street                                                                  
Watertown, MA 02172                                                             

Augusta McC. P. Stanislaw, as Trustee                                           
for the Joseph A. Stanislaw 1994 Trust                                          
for Louis Josef Perkins Stanislaw                                               
466 Highland Avenue                                                             
P.O. 2293                                                                       
South Hamilton, MA 01982                                                        

Augusta McC. P. Stanislaw, as Trustee                                           
for the Joseph A. Stanislaw 1994 Trust                                          
for Katrina Augusta Perkins Stanislaw                                           
466 Highland Avenue                                                             
P.O. 2293                                                                       
South Hamilton, MA 01982                                                        

Augusta McC. P. Stanislaw, as Trustee                                           
for the Joseph A. Stanislaw 1994 Trust                                          
for Henry Winslow Perkins Stanislaw                                             
466 Highland Avenue                                                             
P.O. 2293                                                                       
South Hamilton, MA 01982                                                        

I.C. Bupp                                                                       
61 Drayton Gardens                                                              
London SW10 ENGLAND                                                             

Stephen C. Aldrich                                                              
58 Waldo Road                                                                   
Arlington, MA 02174                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		6/30/00		17		137
		12/31/98		56
		6/30/98		37					10-K,  NT 10-K
		12/31/97		52					10-K405
		11/30/97		87
Filed on:		8/27/97
		8/1/97		1		8
		7/1/97		63
		6/30/97		22		137
		4/30/97		24		37
		4/2/97		72
		3/31/97		27		56
		1/1/97		52
		12/31/96		45		46
		12/6/96		72
		11/6/96		72
		8/31/96		94		132
		6/30/96		26
		12/31/95		46
		6/30/95		26
		1/25/95		72
		12/31/94		46
		11/30/94		97		101
		6/30/94		26		56
		1/1/94		29		50
		9/13/93		72
		7/1/93		29		72
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