$375,000 June 4, 1997
1. FOR VALUE RECEIVED, the undersigned, WILLIAM CLIFFORD (the "Maker"), promises to pay to the
order of GARTNER GROUP, INC. (the "Lender"), at its office at 56 Top Gallant Road, Stamford, Connecticut,
or at such other place as the holder hereof (including the Lender, hereinafter referred to as the "Holder") may
designate, in lawful money of the United States, the principal sum of THREE HUNDRED SEVENTY FIVE
THOUSAND AND NO/100 DOLLARS ($375,000), together with interest on the unpaid balance of this Note,
beginning as of the date hereof, before maturity, default or judgment, at an annual rate of interest equal to 6.14%,
which interest rate is the Applicable Federal Rate (the "Note Rate").
2. Interest under this Note shall be compounded semi-annually and payable in arrears on the basis of a 360-day
year, and the actual days elapsed together with (a) all taxes levied or assessed against the Holder on this Note or
the debt evidenced hereby, except for income or other similar taxes, however designated, on income derived by
the Holder herefrom, and (b) all costs, expenses, attorneys' fees and professionals' fees incurred by the Holder in
(i) any action to collect this Note or to foreclose any security for this Note, or
(ii) in protecting or sustaining the lien of any security, or (iii) in any litigation or controversy arising from or
connected with any security agreement or this Note.
3. The Maker shall repay the principal amount of this Note, together with accrued interest on June 3, 1999 (the
"Maturity Date"); however, the Holder, in its sole and absolute discretion, may elect to accelerate the
indebtedness of this Note upon the occurrence of an "Event of Default" (as defined below).
4. The Maker agrees that (i) if Maker shall cease to be employed by the Lender, for any reason, (ii) if Maker
shall suffer or permit the filing by or against him of any petition for relief, arrangement, reorganization or the like
under any bankruptcy or insol