
<PAGE>   1

                            FORRESTER RESEARCH, INC.

                                  COMMON STOCK

                                   ----------

                             UNDERWRITING AGREEMENT

                                                               February __, 2000

Goldman, Sachs & Co.,
Adams, Harkness & Hill, Inc.
Thomas Weisel Partners LLC
FAC/Equities, a division of First Albany Corporation
William Blair & Company, L.L.C.
  As representatives of the several Underwriters
    named in Schedule I hereto,
c/o Goldman, Sachs & Co.
125 High Street
17th Floor
Boston, Massachusetts 02110-2704

Ladies and Gentlemen:

         Forrester Research, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 200,000 shares and, at the election of the Underwriters, up to 426,450
additional shares of Common Stock, $0.01 par value per share ("Stock"), of the
Company, and the stockholders of the Company named in Schedule II hereto (the
"Selling Stockholders") propose, subject to the terms and conditions stated
herein, to sell to the Underwriters an aggregate of 2,643,000 shares of Stock.
The aggregate of 2,843,000 shares to be sold by the Company and the Selling
Stockholders is herein called the "Firm Shares" and the aggregate of 426,450
additional shares to be sold by the Company is herein called the "Optional
Shares". The Firm Shares and the Optional Shares that the Underwriters elect to
purchase pursuant to Section 2 hereof are herein collectively called the
"Shares."

         1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

                  (i) A registration statement on Form S-3 (File No. 33-95663)
         (the "Initial Registration Statement") in respect of the Shares has
         been filed with the Securities and Exchange Commission (the
         "Commission"); the Initial Registration Statement (including any
         pre-effective and post-effective amendments thereto), each in the form
         heretofore delivered to you, and, excluding exhibits thereto but
         including all documents incorporated by reference in the prospectus
         contained therein to you for each of the other Underwriters, have been
         declared effective by the Commission in such form; other than a
         registration statement, if any,


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         increasing the size of the offering (a "Rule 462(b) Registration
         Statement"), filed pursuant to Rule 462(b) under the Securities Act of
         1933, as amended (the "Act"), which became effective upon filing, no
         other document with respect to the Initial Registration Statement or
         document incorporated by reference therein has heretofore been filed
         with the Commission; and no stop order suspending the effectiveness of
         the Initial Registration Statement, any post-effective amendment
         thereto or the Rule 462(b) Registration Statement, if any, has been
         issued and no proceeding for that purpose has been initiated or
         threatened by the Commission (any preliminary prospectus included in
         the Initial Registration Statement or filed with the Commission
         pursuant to Rule 424(a) of the rules and regulations of the Commission
         under the Act is hereinafter called a "Preliminary Prospectus"; the
         various parts of the Initial Registration Statement and the Rule 462(b)
         Registration Statement, if any, including all exhibits thereto and
         including (i) the information contained in the form of final prospectus
         filed with the Commission pursuant to Rule 424(b) under the Act in
         accordance with Section (a) hereof and deemed by virtue of Rule 430A
         under the Act to be part of the Initial Registration Statement at the
         time it was declared effective, and (ii) the documents incorporated by
         reference in the prospectus contained in the Initial Registration
         Statement at the time such part of the Initial Registration Statement
         became effective, each as amended at the time such part of the Initial
         Registration Statement became effective or such part of the Rule 462(b)
         Registration Statement, if any, became or hereafter becomes effective,
         are hereinafter collectively called the "Registration Statement"; and
         such final prospectus, in the form first filed pursuant to Rule 424(b)
         under the Act, is hereinafter called the "Prospectus"; and any
         reference herein to any Preliminary Prospectus or the Prospectus shall
         be deemed to refer to and include the documents incorporated by
         reference therein pursuant to Item 12 of Form S-3 under the Act, as of
         the date of such Preliminary Prospectus or Prospectus, as the case may
         be; and any reference to any amendment or supplement to any Preliminary
         Prospectus or the Prospectus shall be deemed to refer to and include
         any documents filed after the date of such Preliminary Prospectus or
         Prospectus, as the case may be, under the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), and incorporated by reference in
         such Preliminary Prospectus or Prospectus, as the case may be; and any
         reference to any amendment to the Registration Statement shall be
         deemed to refer to and include any annual report of the Company filed
         pursuant to Section 13(a) or 15(d) of the Exchange Act after the
         effective date of the Initial Registration Statement that is
         incorporated by reference in the Registration Statement;

                  (ii) No order preventing or suspending the use of any
         Preliminary Prospectus has been issued by the Commission, and each
         Preliminary Prospectus, at the time of filing thereof, conformed in all
         material respects to the requirements of the Act and the rules and
         regulations of the Commission thereunder, and did not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by an Underwriter through Goldman, Sachs & Co. expressly for use
         therein or by a Selling Stockholder expressly for use in the
         preparation of the answers therein to Item 7 of Form S-3;

                  (iii) The documents incorporated by reference in the
         Prospectus, when they became effective or were filed with the
         Commission, as the case may be, conformed in all material respects to
         the requirements of the Act or the Exchange Act, as applicable, and the


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         rules and regulations of the Commission thereunder, and none of such
         documents contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; and any further documents
         so filed and incorporated by reference in the Prospectus or any further
         amendment or supplement thereto, when such documents become effective
         or are filed with the Commission, as the case may be, will conform in
         all material respects to the requirements of the Act or the Exchange
         Act, as applicable, and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that this representation and warranty shall not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company by an Underwriter
         through Goldman, Sachs & Co. expressly for use therein;

                  (iv) The Registration Statement conforms, and the Prospectus
         and any further amendments or supplements to the Registration Statement
         or the Prospectus will conform, in all material respects to the
         requirements of the Act and the rules and regulations of the Commission
         thereunder and do not and will not, as of the applicable effective date
         as to the Registration Statement and any amendment thereto and as of
         the applicable filing date as to the Prospectus and any amendment or
         supplement thereto, contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; provided,
         however, that this representation and warranty shall not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company by an Underwriter
         through Goldman, Sachs & Co. expressly for use therein or by a Selling
         Stockholder expressly for use in the preparation of the answers therein
         to Item 7 of Form S-3;

                  (v) Neither the Company nor any of its subsidiaries has
         sustained since the date of the latest audited financial statements
         included or incorporated by reference in the Prospectus any material
         loss or interference with its business from fire, explosion, flood or
         other calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree, otherwise
         than as set forth or contemplated in the Prospectus; and, since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, there has not been any change in the
         capital stock or long-term debt of the Company or any of its
         subsidiaries or any material adverse change, or any development
         involving a prospective material adverse change, in or affecting the
         general affairs, management, financial position, stockholders' equity
         or results of operations of the Company and its subsidiaries, otherwise
         than as set forth or contemplated in the Prospectus;

                  (vi) The Company and its subsidiaries have good and marketable
         title in fee simple to all real property and good and marketable title
         to all personal property owned by them, in each case free and clear of
         all liens, encumbrances and defects except such as are described in the
         Prospectus or such as do not materially affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company and its subsidiaries; and any real
         property and buildings held under lease by the Company and its
         subsidiaries are held by them under valid, subsisting and enforceable
         leases with such exceptions as are not material and do not interfere
         with the use made and proposed to be made of such property and
         buildings by the Company and its subsidiaries;


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                  (vii) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the
         Delaware, with power and authority (corporate and other) to own its
         properties and conduct its business as described in the Prospectus, and
         has been duly qualified as a foreign corporation for the transaction of
         business and is in good standing under the laws of each other
         jurisdiction in which it owns or leases properties or conducts any
         business so as to require such qualification, or is subject to no
         material liability or disability by reason of the failure to be so
         qualified in any such jurisdiction; and each subsidiary of the Company
         has been duly incorporated and is validly existing as a corporation in
         good standing under the laws of its jurisdiction of incorporation;

                  (viii) The Company has an authorized capitalization as set
         forth in the Prospectus, and all of the issued shares of capital stock
         of the Company have been duly and validly authorized and issued, are
         fully paid and non-assessable and conform to the description of the
         Stock contained in the Prospectus; and all of the issued shares of
         capital stock of each subsidiary of the Company have been duly and
         validly authorized and issued, are fully paid and non-assessable and
         (except for directors' qualifying shares) are owned directly or
         indirectly by the Company, free and clear of all liens, encumbrances,
         equities or claims;

                  (ix) The unissued Shares to be issued and sold by the Company
         to the Underwriters hereunder have been duly and validly authorized
         and, when issued and delivered against payment therefor as provided
         herein, will be duly and validly issued and fully paid and
         non-assessable and will conform to the description of the Stock
         contained in the Prospectus;

                  (x) The issue and sale of the Shares to be sold by the Company
         and the compliance by the Company with all of the provisions of this
         Agreement and the consummation of the transactions herein contemplated
         will not conflict with or result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument to which the Company or any of its subsidiaries is a party
         or by which the Company or any of its subsidiaries is bound or to which
         any of the property or assets of the Company or any of its subsidiaries
         is subject, nor will such action result in any violation of the
         provisions of the Certificate of Incorporation or By-laws of the
         Company or any statute or any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its subsidiaries or any of their properties; and no consent,
         approval, authorization, order, registration or qualification of or
         with any such court or governmental agency or body is required for the
         issue and sale of the Shares or the consummation by the Company of the
         transactions contemplated by this Agreement, except the registration
         under the Act of the Shares and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under state securities or Blue Sky laws in connection with the purchase
         and distribution of the Shares by the Underwriters;

                  (xi) Neither the Company nor any of its subsidiaries is (a) in
         violation of its Certificate of Incorporation or By-laws or other
         organizational documents or (b) in default in the performance or
         observance of any material obligation, agreement, covenant or condition
         contained in any indenture, mortgage, deed of trust, loan agreement,
         lease or other agreement or instrument to which it is a party or by
         which it or any of its properties may be bound, except, in the case of
         clause (b), for such defaults as are not reasonably likely to have a
         material adverse effect on the general affairs, management, the current
         or future consolidated financial


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         position, business prospects, stockholders' equity or results of
         operations of the Company and its subsidiaries (a "Material Adverse
         Effect");

                  (xii) The statements set forth in the Prospectus under the
         caption "Description of Capital Stock", insofar as they purport to
         constitute a summary of the terms of the Stock, and under the caption
         "Underwriting", insofar as they purport to describe the provisions of
         the laws and documents referred to therein, are accurate, complete and
         fair;

                  (xiii) Other than as set forth in the Prospectus, there are no
         legal or governmental proceedings pending to which the Company or any
         of its subsidiaries is a party or of which any property of the Company
         or any of its subsidiaries is the subject which, if determined
         adversely to the Company or any of its subsidiaries, would individually
         or in the aggregate have a material adverse effect on the current or
         future consolidated financial position, stockholders' equity or results
         of operations of the Company and its subsidiaries; and, to the best of
         the Company's knowledge, no such proceedings are threatened or
         contemplated by governmental authorities or threatened by others;

                  (xiv) The Company is not and, after giving effect to the
         offering and sale of the Shares, will not be an "investment company",
         as such term is defined in the Investment Company Act of 1940, as
         amended (the "Investment Company Act");

                  (xv) Neither the Company nor any of its affiliates does
         business with the government of Cuba or with any person or affiliate
         located in Cuba within the meaning of Section 517.075, Florida
         Statutes;

                  (xvi) Arthur Andersen LLP, who have certified certain
         financial statements of the Company and its subsidiaries, are
         independent public accountants as required by the Act and the rules and
         regulations of the Commission thereunder;

                  (xvii) The Company has reviewed its operations and that of its
         subsidiaries and any third parties with which the Company or any of its
         subsidiaries has a material relationship to evaluate the extent to
         which the business or operations of the Company or any of its
         subsidiaries will be affected by the Year 2000 Problem. As a result of
         such review, the Company has no reason to believe, and does not
         believe, that the Year 2000 Problem has had or will have a Material
         Adverse Effect or result in any material loss or interference with the
         Company's business or operations. The "Year 2000 Problem" as used
         herein means any significant risk that computer hardware or software
         used in the receipt, transmission, processing, manipulation, storage,
         retrieval, retransmission or other utilization of data or in the
         operation of mechanical or electrical systems of any kind has not or
         will not, in the case of dates or time periods occurring after December
         31, 1999, function at least as effectively as in the case of dates or
         time periods occurring prior to January 1, 2000;

                  (xviii) Other than as set forth in the Prospectus, the Company
         and its subsidiaries own or have the right to use pursuant to license,
         sublicense, agreement, or permission all patents, patent applications,
         trademarks, service marks, trade names, domain names, copyrights, trade
         secrets, confidential information, proprietary rights and processes
         ("Intellectual Property") necessary for the operation of the business
         of the Company and its subsidiaries as described in the Prospectus and
         have taken all reasonable steps necessary to


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         secure assignments of such Intellectual Property from its employees and
         contractors; to the knowledge of the Company, none of the technology
         employed by the Company or its subsidiaries has been obtained in
         violation of any contractual or fiduciary obligation binding on the
         Company, its subsidiaries or any of their respective directors or
         executive officers or, to the Company's knowledge, any of their
         respective employees or consultants; and the Company and its
         subsidiaries have taken and will maintain reasonable measures to
         prevent the unauthorized dissemination or publication of their
         confidential information.

               To the Company's knowledge, neither the Company nor any of its
         subsidiaries have interfered with, infringed upon, misappropriated, or
         otherwise come into conflict with any Intellectual Property rights of
         third parties, and the Company and its subsidiaries have not received
         any charge, complaint, claim, demand, or notice alleging any such
         interference, infringement, misappropriation, or violation (including
         any claim that the Company or any such of its subsidiaries must license
         or refrain from using any intellectual property rights of any third
         party) which, if the subject of any unfavorable decision, ruling or
         finding would, individually or in the aggregate, be reasonably likely
         to have a Material Adverse Effect.

               To the Company's knowledge, neither the Registration Statement
         nor the Prospectus (A) contains any untrue statement of material fact
         with respect to trademarks, trade names, patents, mask works,
         copyrights, licenses, trade secrets or other intellectual property
         rights owned by the Company or any of its subsidiaries or (B) omits to
         state any material fact relating to trademarks, trade names, patents,
         mask works, copyrights, licenses, trade secrets or other Intellectual
         Property rights owned by the Company or any of its subsidiaries or any
         allegation that is necessary to make the statements in the Registration
         Statement or the Prospectus not misleading as to any such intellectual
         property rights owned by the Company or any of its subsidiaries.

               To the Company's knowledge, there are no legal or governmental
         proceedings pending relating to trademarks, trade names, patent rights,
         mask works, copyrights, licenses, trade secrets or other Intellectual
         Property rights of the Company or any of its subsidiaries other than
         the prosecution by the Company and its subsidiaries of their patent
         applications before the United States Patent Office and appropriate
         foreign government agencies, and no proceedings are threatened or
         contemplated by governmental authorities or others relating to
         trademarks, trade names, patent rights, mask works, copyrights,
         licenses or other Intellectual Property rights of the Company or its
         subsidiaries; and

                  (xix) The Company has filed all reports it has been required
         to file under the Exchange Act; such reports when filed conformed in
         all material respects to the requirements of the Exchange Act; and none
         of such reports contained an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein, in
         light of the circumstances under which they were made, to make the
         statements therein not misleading.

         (b) Each of the Selling Stockholders severally represents and warrants
to, and agrees with, each of the Underwriters and the Company that:

                  (i) All consents, approvals, authorizations and orders
         necessary for the execution and delivery by such Selling Stockholder of
         this Agreement and the Power of Attorney and the Custody Agreement
         hereinafter referred to, and for the sale and delivery of the Shares to
         be


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         sold by such Selling Stockholder hereunder, have been obtained; and
         such Selling Stockholder has full right, power and authority to enter
         into this Agreement, the Power-of-Attorney and the Custody Agreement
         and to sell, assign, transfer and deliver the Shares to be sold by such
         Selling Stockholder hereunder;

                  (ii) The sale of the Shares to be sold by such Selling
         Stockholder hereunder and the compliance by such Selling Stockholder
         with all of the provisions of this Agreement, the Power of Attorney and
         the Custody Agreement and the consummation of the transactions herein
         and therein contemplated will not conflict with or result in a breach
         or violation of any of the terms or provisions of, or constitute a
         default under, any statute, indenture, mortgage, deed of trust, loan
         agreement or other agreement or instrument to which such Selling
         Stockholder is a party or by which such Selling Stockholder is bound or
         to which any of the property or assets of such Selling Stockholder is
         subject, nor will such action result in any violation of the provisions
         of the Partnership Agreement of such Selling Stockholder if such
         Selling Stockholder is a partnership or any trust instrument or
         document if such Selling Stockholder is a trust or any statute or any
         order, rule or regulation of any court or governmental agency or body
         having jurisdiction over such Selling Stockholder or the property of
         such Selling Stockholder;

                  (iii) Such Selling Stockholder has, and immediately prior to
         the First Time of Delivery (as defined in Section 4 hereof) such
         Selling Stockholder will have, good and valid title to the Shares to be
         sold by such Selling Stockholder hereunder, free and clear of all
         liens, encumbrances, equities or claims; and, upon delivery of such
         Shares and payment therefor pursuant hereto, good and valid title to
         such Shares, free and clear of all liens, encumbrances, equities or
         claims, will pass to the several Underwriters;

                  (iv) Such Selling Stockholder has entered into a 90 day
         lock-up agreement in the form attached as Annex 1A;

                  (v) Such Selling Stockholder has not taken and will not take,
         directly or indirectly, any action which is designed to or which has
         constituted or which might reasonably be expected to cause or result in
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Shares;

                  (vi) To the extent that any statements or omissions made in
         the Registration Statement, any Preliminary Prospectus, the Prospectus
         or any amendment or supplement thereto are made in reliance upon and in
         conformity with written information furnished to the Company by such
         Selling Stockholder expressly for use therein, such Preliminary
         Prospectus and the Registration Statement did, and the Prospectus and
         any further amendments or supplements to the Registration Statement and
         the Prospectus, when they become effective or are filed with the
         Commission, as the case may be, will conform in all material respects
         to the requirements of the Act and the rules and regulations of the
         Commission thereunder and will not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading;

                  (vii) In order to document the Underwriters' compliance with
         the reporting and withholding provisions of the Tax Equity and Fiscal
         Responsibility Act of 1982 with respect to the transactions herein
         contemplated, such Selling Stockholder will deliver to you prior to or
         at



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         the First Time of Delivery (as hereinafter defined) a properly
         completed and executed United States Treasury Department Form W-9 (or
         other applicable form or statement specified by Treasury Department
         regulations in lieu thereof);

                  (viii) Certificates in negotiable form representing all of the
         Shares to be sold by such Selling Stockholder hereunder have been
         placed in custody under a Custody Agreement, in the form heretofore
         furnished to you (the "Custody Agreement"), duly executed and delivered
         by such Selling Stockholder to , as custodian (the "Custodian"), and
         such Selling Stockholder has duly executed and delivered a Power of
         Attorney, in the form heretofore furnished to you (the "Power of
         Attorney"), appointing the persons indicated in Schedule II hereto, and
         each of them, as such Selling Stockholder's attorneys-in-fact (the
         "Attorneys-in-Fact") with authority to execute and deliver this
         Agreement on behalf of such Selling Stockholder, to determine the
         purchase price to be paid by the Underwriters to the Selling
         Stockholders as provided in Section 2 hereof, to authorize the delivery
         of the Shares to be sold by such Selling Stockholder hereunder and
         otherwise to act on behalf of such Selling Stockholder in connection
         with the transactions contemplated by this Agreement and the Custody
         Agreement; and

                  (ix) The Shares represented by the certificates held in
         custody for such Selling Stockholder under the Custody Agreement are
         subject to the interests of the Underwriters hereunder; the
         arrangements made by such Selling Stockholder for such custody, and the
         appointment by such Selling Stockholder of the Attorneys-in-Fact by the
         Power of Attorney, are to that extent irrevocable; the obligations of
         the Selling Stockholders hereunder shall not be terminated by operation
         of law, whether by the death or incapacity of any individual Selling
         Stockholder or, in the case of an estate or trust, by the death or
         incapacity of any executor or trustee or the termination of such estate
         or trust, or in the case of a partnership or corporation, by the
         dissolution of such partnership or corporation, or by the occurrence of
         any other event; if any individual Selling Stockholder or any such
         executor or trustee should die or become incapacitated, or if any such
         estate or trust should be terminated, or if any such partnership or
         corporation should be dissolved, or if any other such event should
         occur, before the delivery of the Shares hereunder, certificates
         representing the Shares shall be delivered by or on behalf of the
         Selling Stockholders in accordance with the terms and conditions of
         this Agreement and of the Custody Agreements; and actions taken by the
         Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid
         as if such death, incapacity, termination, dissolution or other event
         had not occurred, regardless of whether or not the Custodian, the
         Attorneys-in-Fact, or any of them, shall have received notice of such
         death, incapacity, termination, dissolution or other event.

         2. Subject to the terms and conditions herein set forth, (a) the
Company and each of the Selling Stockholders agree, severally and not jointly,
to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company and each of the Selling
Stockholders, at a purchase price per share of $.............., the number of
Firm Shares (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying the aggregate number of Shares to be sold by the
Company and each of the Selling Stockholders as set forth opposite their
respective names in Schedule II hereto by a fraction, the numerator of which is
the aggregate number of Firm Shares to be purchased by such Underwriter as set
forth opposite the name of such Underwriter in Schedule I hereto and the
denominator of which is the aggregate number of Firm Shares to be purchased by
all of the Underwriters from the Company and all of the Selling


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<PAGE>   9


Stockholders hereunder and (b) in the event and to the extent that the
Underwriters shall exercise the election to purchase Optional Shares as provided
below, the Company agrees to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company at
the purchase price per share set forth in clause (a) of this Section 2, that
portion of the number of Optional Shares as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.

         The Company hereby grants to the Underwriters the right to purchase at
their election up to 426,000 Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering sales of
shares in excess of the number of Firm Shares. Any such election to purchase
Optional Shares shall be made in proportion to the maximum number of Optional
Shares to be sold by the Company as set forth on Schedule II. Any such election
to purchase Optional Shares may be exercised only by written notice from you to
the Company, given within a period of 30 calendar days after the date of this
Agreement and setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by you but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless you and the Company otherwise agree in
writing, earlier than two or later than ten business days after the date of such
notice.

         3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

         4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company and the Selling Stockholders shall be delivered by or on
behalf of the Company and the Selling Stockholders to Goldman, Sachs & Co.,
through the facilities of the Depository Trust Company ("DTC"), for the account
of such Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by wire transfer of Federal (same-day) funds to the
account specified by the Company and the Custodian, to Goldman, Sachs & Co. at
least forty-eight hours in advance. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., New York time, on February__, 2000 or such other
time and date as Goldman, Sachs & Co., the Company and the Selling Stockholders
may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m.,
New York time, on the date specified by Goldman, Sachs & Co. in the written
notice given by Goldman, Sachs & Co. of the Underwriters' election to purchase
such Optional Shares, or such other time and date as Goldman, Sachs & Co., the
Company and the Selling Stockholders may agree upon in writing. Such time and
date for delivery of the Firm Shares is herein called the "First Time of
Delivery", such time and date for delivery of the Optional Shares, if not the
First Time of Delivery, is herein called the "Second Time of Delivery", and each
such time and date for delivery is herein called a "Time of Delivery".


                                      -9-


<PAGE>   10


         (b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7 hereof, will be delivered at the offices of
Ropes & Gray, One International Place, Boston, Massachusetts 02110 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 3:00
p.m., New York City time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

         5. The Company agrees with each of the Underwriters:

                  (a) To prepare the Prospectus in a form approved by you and to
         file such Prospectus pursuant to Rule 424(b) under the Act not later
         than the Commission's close of business on the second business day
         following the execution and delivery of this Agreement, or, if
         applicable, such earlier time as may be required by Rule 430A(a)(3)
         under the Act; to make no further amendment or any supplement to the
         Registration Statement or Prospectus prior to the last Time of Delivery
         which shall be disapproved by you promptly after reasonable notice
         thereof; to advise you, promptly after it receives notice thereof, of
         the time when any amendment to the Registration Statement has been
         filed or becomes effective or any supplement to the Prospectus or any
         amended Prospectus has been filed and to furnish you with copies
         thereof; to file promptly all reports and any definitive proxy or
         information statements required to be filed by the Company with the
         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a prospectus is required in connection with the
         offering or sale of the Shares; to advise you, promptly after it
         receives notice thereof, of the issuance by the Commission of any stop
         order or of any order preventing or suspending the use of any
         Preliminary Prospectus or prospectus, of the suspension of the
         qualification of the Shares for offering or sale in any jurisdiction,
         of the initiation or threatening of any proceeding for any such
         purpose, or of any request by the Commission for the amending or
         supplementing of the Registration Statement or Prospectus or for
         additional information; and, in the event of the issuance of any stop
         order or of any order preventing or suspending the use of any
         Preliminary Prospectus or prospectus or suspending any such
         qualification, promptly to use its best efforts to obtain the
         withdrawal of such order;

                  (b) Promptly from time to time to take such action as you may
         reasonably request to qualify the Shares for offering and sale under
         the securities laws of such jurisdictions as you may request and to
         comply with such laws so as to permit the continuance of sales and
         dealings therein in such jurisdictions for as long as may be necessary
         to complete the distribution of the Shares, provided that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;

                  (c) Prior to 10:00 A.M., New York City time, on the New York
         Business Day next succeeding the date of this Agreement and from time
         to time, to furnish the Underwriters with copies of the Prospectus in
         New York City in such quantities as you may reasonably request,



                                      -10-


<PAGE>   11


         and, if the delivery of a prospectus is required at any time prior to
         the expiration of nine months after the time of issue of the Prospectus
         in connection with the offering or sale of the Shares and if at such
         time any events shall have occurred as a result of which the Prospectus
         as then amended or supplemented would include an untrue statement of a
         material fact or omit to state any material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made when such Prospectus is delivered, not misleading,
         or, if for any other reason it shall be necessary during such period to
         amend or supplement the Prospectus or to file under the Exchange Act
         any document incorporated by reference in the Prospectus in order to
         comply with the Act or the Exchange Act, to notify you and upon your
         request to file such document and to prepare and furnish without charge
         to each Underwriter and to any dealer in securities as many copies as
         you may from time to time reasonably request of an amended Prospectus
         or a supplement to the Prospectus which will correct such statement or
         omission or effect such compliance, and in case any Underwriter is
         required to deliver a prospectus in connection with sales of any of the
         Shares at any time nine months or more after the time of issue of the
         Prospectus, upon your request but at the expense of such Underwriter,
         to prepare and deliver to such Underwriter as many copies as you may
         request of an amended or supplemented Prospectus complying with Section
         10(a)(3) of the Act;

                  (d) To make generally available to its securityholders as soon
         as practicable, but in any event not later than eighteen months after
         the effective date of the Registration Statement (as defined in Rule
         158(c) under the Act), an earnings statement of the Company and its
         subsidiaries (which need not be audited) complying with Section 11(a)
         of the Act and the rules and regulations of the Commission thereunder
         (including, at the option of the Company, Rule 158);

                  (e) During the period beginning from the date hereof and
         continuing to and including the date ninety (90) after the date of the
         Prospectus, not to offer, sell, contract to sell or otherwise dispose
         of, except as provided hereunder, any securities of the Company that
         are substantially similar to the Shares, including but not limited to
         any securities that are convertible into or exchangeable for, or that
         represent the right to receive, Stock or any such substantially similar
         securities (other than pursuant to employee stock option plans existing
         on, or upon the conversion or exchange of convertible or exchangeable
         securities outstanding as of, the date of this Agreement), without your
         prior written consent;

                  (f) To furnish to its stockholders as soon as practicable
         after the end of each fiscal year an annual report (including a balance
         sheet and statements of income, stockholders' equity and cash flows of
         the Company and its consolidated subsidiaries certified by independent
         public accountants) and, as soon as practicable after the end of each
         of the first three quarters of each fiscal year (beginning with the
         fiscal quarter ending after the effective date of the Registration
         Statement), to make available to its stockholders consolidated summary
         financial information of the Company and its subsidiaries for such
         quarter in reasonable detail;

                  (g) During a period of five years from the effective date of
         the Registration Statement, to furnish to you copies of all reports or
         other communications (financial or other) furnished to stockholders,
         and to deliver to you (i) as soon as they are available, copies of any
         reports and financial statements furnished to or filed with the
         Commission or any national


                                      -11-

<PAGE>   12


         securities exchange on which any class of securities of the Company is
         listed; and (ii) such additional information concerning the business
         and financial condition of the Company as you may from time to time
         reasonably request (such financial statements to be on a consolidated
         basis to the extent the accounts of the Company and its subsidiaries
         are consolidated in reports furnished to its stockholders generally or
         to the Commission);

                  (h) To use the net proceeds received by it from the sale of
         the Shares pursuant to this Agreement in the manner specified in the
         Prospectus under the caption "Use of Proceeds"; and

                  (i) To use its best efforts to list for quotation the Shares
         on the Nasdaq National Market;

                  (j) If the Company elects to rely upon Rule 462(b), the
         Company shall file a Rule 462(b) Registration Statement with the
         Commission in compliance with Rule 462(b) by 10:00 P.M., Washington,
         D.C. time, on the date of this Agreement, and the Company shall at the
         time of filing either pay to the Commission the filing fee for the Rule
         462(b) Registration Statement or give irrevocable instructions for the
         payment of such fee pursuant to Rule 111(b) under the Act.


         6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum,
closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Shares;
(iii) all expenses in connection with the qualification of the Shares for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey
(iv) all fees and expenses in connection with listing the Shares on the Nasdaq
National Market; and (v) the filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Shares; (vi) the cost of preparing stock certificates;
(vii) the cost and charges of any transfer agent or registrar, and (viii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section.
Each Selling Stockholder covenants and agrees that such Selling Stockholder will
pay or cause to be paid all costs and expenses incident to the performance of
such Selling Stockholder's obligations hereunder which are not otherwise
specifically provided for in this Section, including (i) any fees and expenses
of counsel for such Selling Stockholder, (ii) such Selling Stockholder's pro
rata share of the fees and expenses of the Attorneys-in-Fact and the Custodian,
and (iii) all expenses and taxes incident to the sale and delivery of the Shares
to be sold by such Selling Stockholder to the Underwriters hereunder. It is
understood, however, that the Company shall bear, and the Selling Stockholders
shall not be required to pay or to reimburse the Company for, the cost of any
other matters not directly relating to the sale and purchase of the Shares
pursuant to this Agreement, and that, except as provided in this Section, and


                                      -12-

<PAGE>   13

Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, stock transfer taxes on resale of
any of the Shares by them, and any advertising expenses connected with any
offers they may make.

         7. The obligations of the Underwriters hereunder, as to the Shares to
be delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company and of the Selling Stockholders herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Selling
Stockholders shall have performed all of its and their obligations hereunder
theretofore to be performed, and the following additional conditions:

                  (a) The Prospectus shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act and in
         accordance with Section 5(a) hereof; if the Company has elected to rely
         upon Rule 462(b), the Rule 462(b) Registration Statement shall have
         become effective by 10:00 P.M., Washington, D.C. time, on the date of
         this Agreement; no stop order suspending the effectiveness of the
         Registration Statement or any part thereof shall have been issued and
         no proceeding for that purpose shall have been initiated or threatened
         by the Commission; and all requests for additional information on the
         part of the Commission shall have been complied with to your reasonable
         satisfaction;

                  (b) Hale and Dorr LLP, counsel for the Underwriters, shall
         have furnished to you such written opinion or opinions, dated such Time
         of Delivery, with respect to the matters covered in paragraphs (i),
         (ii), (v), (viii) and (xi) of subsection (c) below as well as such
         other related matters as you may reasonably request, and such counsel
         shall have received such papers and information as they may reasonably
         request to enable them to pass upon such matters;

                  (c) Ropes & Gray, counsel for the Company, shall have
         furnished to you their written opinion, dated such Time of Delivery, in
         form and substance satisfactory to you, to the effect that:

                      (i) The Company has been duly incorporated and is validly
               existing as a corporation in good standing under the laws of
               Delaware with power and authority (corporate and other) to own
               its properties and conduct its business as described in the
               Prospectus and is duly qualified as a foreign corporation in each
               jurisdiction within the United States in which it owns or leases
               real property or maintains an office;

                      (ii) The authorized, issued and outstanding capitalization
               of the Company, is as set forth under the caption
               "Capitalization" in the Prospectus except for issuances or
               forfeitures subsequent to the date of the information provided in
               such table, if any, pursuant to the Company's stock plans. All of
               the issued and outstanding shares of Stock have been duly
               authorized and validly issued and are fully paid and
               nonassessable. The Shares have been duly authorized and, when
               issued and delivered in accordance with this Agreement, will be
               validly issued, fully paid and nonassessable and will conform in
               all material respects to the description of the Stock contained
               in the Prospectus.


                                      -13-

<PAGE>   14


                      (iii) Each subsidiary of the Company has been duly
               incorporated and is validly existing as a corporation in good
               standing under the laws of its jurisdiction of incorporation; and
               all of the outstanding shares of capital stock of each such
               subsidiary have been duly and validly authorized and issued, are
               fully paid and non-assessable, and (except for directors'
               qualifying shares) are owned directly or indirectly by the
               Company, free and clear to the counsel's knowledge of all liens,
               encumbrances, equities or claims (such counsel being entitled to
               rely in respect of the opinion in this clause upon opinions of
               local counsel and in respect of matters of fact upon certificates
               of officers of the Company or its subsidiaries, provided that
               such counsel shall state that they believe that both you and they
               are justified in relying upon such opinions and certificates);

                      (iv) To such counsel's knowledge and other than as set
               forth in the Prospectus, there are no legal or governmental
               proceedings pending to which the Company or any of its
               subsidiaries is a party or of which any property of the Company
               or any of its subsidiaries is the subject;

                      (v) This Agreement has been duly authorized, executed and
               delivered by the Company;

                      (vi) The issuance and sale by the Company of the Shares to
               be sold by it hereunder and the performance by the Company of its
               obligations under this Agreement does not and will not (i)
               violate the Certificate of Incorporation or by-laws of the
               Company, (ii) breach or result in a default under any agreement,
               indenture or other instrument filed as an exhibit to the
               Registration Statement or as an exhibit to any document
               incorporated by reference in the Registration Statement to which
               the Company or any of its subsidiaries is a party or by which the
               Company or any of its subsidiaries is bound, or to which any
               properties or assets of the Company or any of its subsidiaries is
               subject, or (iii) violate any existing Delaware corporate,
               Massachusetts or federal law, rule, administrative regulation or
               any decree known to such counsel of any court or any governmental
               agency or body having jurisdiction over the Company or any of its
               subsidiaries or any of their respective properties, except that
               such counsel need express no opinion as to state securities or
               "Blue Sky" laws or as to compliance with the antifraud provisions
               of federal and state securities laws;

                      (vii) No consent, approval, authorization, order,
               registration or qualification of or with any court or
               governmental agency or body of the United States or The
               Commonwealth of Massachusetts or the Secretary or State of the
               State of Delaware is required for the issuance and sale by the
               Company of the Shares to be sold by it hereunder except such as
               may be required under state securities or blue sky laws, as to
               which we express no opinion, and except for such as have been
               obtained under the Act;

                       (viii) The statements set forth in the Prospectus under
               the caption "Description of Capital Stock", insofar as they
               purport to constitute a summary of the terms of the Stock and
               under the caption "Underwriting", insofar as they purport to
               describe the provisions of the laws and documents referred to
               therein, accurately summarize in all material respects the
               provisions of laws or documents referred to therein;


                                      -14-

<PAGE>   15


                      (ix) The Company is not subject to regulation as an
               "investment company", as such term is defined in the Investment
               Company Act;

                      (x) The documents incorporated by reference in the
               Prospectus or any further amendment or supplement thereto made by
               the Company prior to such Time of Delivery (other than the
               financial statements and related schedules therein, as to which
               such counsel need express no opinion), when they became effective
               or were filed with the Commission, as the case may be, complied
               as to form in all material respects with the requirements of the
               Act or the Exchange Act, and the rules and regulations of the
               Commission thereunder; and they have no reason to believe that
               any of such documents, when such documents became effective or
               were so filed, as the case may be, contained, in the case of a
               registration statement which became effective under the Act, an
               untrue statement of a material fact, or omitted to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading, or, in the case of other
               documents which were filed under the Exchange Act with the
               Commission, an untrue statement of a material fact or omitted to
               state a material fact necessary in order to make the statements
               therein, in the light of the circumstances under which they were
               made when such documents were so filed, not misleading; and

                      (xi) The Registration Statement and the Prospectus and any
               further amendments and supplements thereto made by the Company
               prior to such Time of Delivery (other than the financial
               statements and related schedules therein, as to which such
               counsel need express no opinion) comply as to form in all
               material respects with the requirements of the Act and the rules
               and regulations thereunder; although they do not assume any
               responsibility for the accuracy, completeness or fairness of the
               statements contained in the Registration Statement or the
               Prospectus, except for those referred to in the opinion in
               subsection (viii) of this Section 7(c), they have no reason to
               believe that, as of its effective date, the Registration
               Statement or any further amendment thereto made by the Company
               prior to such Time of Delivery (other than the financial
               statements and related schedules therein, as to which such
               counsel need express no opinion) contained an untrue statement of
               a material fact or omitted to state a material fact required to
               be stated therein or necessary to make the statements therein not
               misleading or that, as of its date, the Prospectus or any further
               amendment or supplement thereto made by the Company prior to such
               Time of Delivery (other than the financial statements and related
               schedules therein, as to which such counsel need express no
               opinion) contained an untrue statement of a material fact or
               omitted to state a material fact necessary to make the statements
               therein, in the light of the circumstances under which they were
               made, not misleading or that, as of such Time of Delivery, the
               Prospectus or any further amendment or supplement thereto made by
               the Company prior to such Time of Delivery (other than the
               financial statements and related schedules therein, as to which
               such counsel need express no opinion) contains an untrue
               statement of a material fact or omits to state a material fact
               necessary to make the statements therein, in the light of the
               circumstances under which they were made, not misleading; and
               they do not know of any amendment to the Registration Statement
               required to be filed or of any contracts or other documents of a
               character required to be filed as an exhibit to the Registration
               Statement or required to be incorporated by reference into the
               Prospectus or required to be described in the Registration
               Statement or the Prospectus which are not filed or incorporated
               by reference or described as required;


                                      -15-

<PAGE>   16


                  (d) Ropes & Gray, as special counsel for each of the Selling
         Stockholders, shall have furnished to you their written opinion with
         respect to each of the Selling Stockholders (a draft of each such
         opinion is attached as Annex II(c) hereto), dated such Time of
         Delivery, in form and substance satisfactory to you, to the effect
         that:

                      (i) A Power-of-Attorney and a Custody Agreement have been
               duly executed and delivered by such Selling Stockholder and
               constitute valid and binding agreements of such Selling
               Stockholder in accordance with their terms;

                      (ii) This Agreement has been duly executed and delivered
               by or on behalf of such Selling Stockholder; and the sale of the
               Shares to be sold by such Selling Stockholder hereunder and the
               compliance by such Selling Stockholder with all of the provisions
               of this Agreement, the Power-of-Attorney and the Custody
               Agreement and the consummation of the transactions herein and
               therein contemplated will not conflict with or result in a breach
               or violation of any terms or provisions of, or constitute a
               default under, any statute, indenture, mortgage, deed of trust,
               loan agreement or other agreement or instrument known to such
               counsel to which such Selling Stockholder is a party or by which
               such Selling Stockholder is bound or to which any of the property
               or assets of such Selling Stockholder is subject, nor will such
               action result in any violation of the provisions of the
               Partnership Agreement of such Selling Stockholder if such Selling
               Stockholder is a partnership or any trust instrument or document
               if such Selling Stockholder is a trust or any order, rule or
               regulation known to such counsel of any court or governmental
               agency or body having jurisdiction over such Selling Stockholder
               or the property of such Selling Stockholder;

                      (iii) No consent, approval, authorization or order of any
               court or governmental agency or body is required for the
               consummation of the transactions contemplated by this Agreement
               in connection with the Shares to be sold by such Selling
               Stockholder hereunder, except which has been duly obtained and is
               in full force and effect, such as have been obtained under the
               Act and such as may be required under state securities or Blue
               Sky laws in connection with the purchase and distribution of such
               Shares by the Underwriters;

                      (iv) Immediately prior to the First Time of Delivery,
               based solely on an examination of the Company's stock record
               books, such Selling Stockholder was the sole record holder of the
               Shares to be sold by such Selling Stockholder under this
               Agreement, free and clear of all liens, encumbrances, equities or
               claims, and full right, power and authority to sell, assign,
               transfer and deliver the Shares to be sold by such Selling
               Stockholder hereunder; and

                      (v) Upon payment by the Underwriters of the purchase price
               in accordance with this Agreement, and upon registration of the
               Shares to be sold by each selling stockholder hereunder in the
               names of the Underwriters in the stock records of the Company (or
               in the name of a nominee for the Depository Trust Company ("DTC")
               in such stock records, with appropriate entries to the account of
               the Underwriters having been made in the records of DTC), the
               Underwriters will have acquired all the rights in such Shares
               that such Selling Stockholder had or had the power to transfer,
               free of any claim by any other person that such person has a
               property interest in such Shares and that it is a violation of
               such other


                                      -16-



<PAGE>   17


               person's rights for the Underwriters to hold, transfer or deal
               with such Shares (assuming that the Underwriters are without
               notice of any such claim).

         In rendering the opinion in paragraph (iv), such counsel may rely upon
a certificate of such Selling Stockholder in respect of matters of fact as to
ownership of, and liens, encumbrances, equities or claims on, the Shares sold by
such Selling Stockholder, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate;

                  (e) On the date of the Prospectus at a time prior to the
         execution of this Agreement, at 9:30 a.m., New York City time, on the
         effective date of any post-effective amendment to the Registration
         Statement filed subsequent to the date of this Agreement and also at
         each Time of Delivery, Arthur Andersen LLP shall have furnished to you
         a letter or letters, dated the respective dates of delivery thereof, in
         form and substance satisfactory to you, to the effect set forth in
         Annex I hereto (the executed copy of the letter delivered prior to the
         execution of this Agreement is attached as Annex I(a) hereto and a
         draft of the form of letter to be delivered on the effective date of
         any post-effective amendment to the Registration Statement and as of
         each Time of Delivery is attached as Annex I(b) hereto);

                  (f)(i) Neither the Company nor any of its subsidiaries shall
         have sustained since the date of the latest audited financial
         statements included or incorporated by reference in the Prospectus any
         loss or interference with its business from fire, explosion, flood or
         other calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree, otherwise
         than as set forth or contemplated in the Prospectus, and (ii) since the
         respective dates as of which information is given in the Prospectus
         there shall not have been any change in the capital stock or long-term
         debt of the Company or any of its subsidiaries or any change, or any
         development involving a prospective change, in or affecting the general
         affairs, management, financial position, stockholders' equity or
         results of operations of the Company and its subsidiaries, otherwise
         than as set forth or contemplated in the Prospectus, the effect of
         which, in any such case described in clause (i) or (ii), is in the
         judgment of the Representatives so material and adverse as to make it
         impracticable or inadvisable to proceed with the public offering or the
         delivery of the Shares being delivered at such Time of Delivery on the
         terms and in the manner contemplated in the Prospectus;

                  (g) On or after the date hereof (i) no downgrading shall have
         occurred in the rating accorded the Company's debt securities by any
         "nationally recognized statistical rating organization", as that term
         is defined by the Commission for purposes of Rule 436(g)(2) under the
         Act, and (ii) no such organization shall have publicly announced that
         it has under surveillance or review, with possible negative
         implications, its rating of any of the Company's debt securities;

                  (h) On or after the date hereof there shall not have occurred
         any of the following: (i) a suspension or material limitation in
         trading in securities generally on the Nasdaq National Market; (ii) a
         suspension or material limitation in trading in the Company's
         securities on the Nasdaq National Market; (iii) a general moratorium on
         commercial banking activities declared by either Federal, New York or
         Massachusetts State authorities; or (iv) the outbreak or escalation of
         hostilities involving the United States or the declaration by the
         United States of a national emergency or war, if the effect of any such
         event specified in this clause (iv) in the



                                      -17-

<PAGE>   18


         judgment of the Representatives makes it impracticable or inadvisable
         to proceed with the public offering or the delivery of the Shares being
         delivered at such Time of Delivery on the terms and in the manner
         contemplated in the Prospectus;

                  (i) The Shares at such Time of Delivery shall have been duly
         listed for quotation on the Nasdaq National Market;

                  (j) The Company has obtained and delivered to the Underwriters
         executed copies of an agreement from each officer and director of the
         Company, substantially to the effect set forth in Subsection 1(b)(iv)
         hereof in form and substance satisfactory to you;

                  (k) The Company shall have complied with the provisions of
         Section 5(c) hereof with respect to the furnishing of prospectuses on
         the New York Business Day next succeeding the date of this Agreement;
         and

                  (l) The Company and the Selling Stockholders shall have
         furnished or caused to be furnished to you at such Time of Delivery
         certificates of officers of the Company and of the Selling
         Stockholders, respectively, satisfactory to you as to the accuracy of
         the representations and warranties of the Company and the Selling
         Stockholders, respectively, herein at and as of such Time of Delivery,
         as to the performance by the Company and the Selling Stockholders of
         all of their respective obligations hereunder to be performed at or
         prior to such Time of Delivery, and as to such other matters as you may
         reasonably request, and the Company shall have furnished or caused to
         be furnished certificates as to the matters set forth in subsections
         (a) and (f) of this Section.

         8. (a) The Company and each of the Principal Selling Stockholders (as
defined below), jointly and severally, will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company and the Principal
Selling Stockholders shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman, Sachs &
Co. expressly for use therein; provided further however, that the liability of
each Principal Selling Stockholder pursuant to this Section 8 shall not exceed
the aggregate gross proceeds received by such Principal Selling Stockholder
hereunder. For purposes of this Agreement, the Principal Selling Stockholders
shall mean the Selling Stockholders identified on Schedule II except Neil
Bradford, William Reeve and Robert Dowson. Neil Bradford, William Reeve and
Robert Dowson are each individually referred to herein as an "Additional Selling
Stockholder" and collectively referred to herein as the "Additional Selling
Stockholders."



                                      -18-


<PAGE>   19



                   (b) Each of the Additional Selling Stockholders will
         indemnify and hold harmless each Underwriter against any losses,
         claims, damages or liabilities, joint or several, to which such
         Underwriter may become subject, under the Act or otherwise, insofar as
         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon an untrue statement or alleged
         untrue statement of a material fact contained in any Preliminary
         Prospectus, the Registration Statement or the Prospectus, or any
         amendment or supplement thereto, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, in each case to the extent, but only to the extent, that
         such untrue statement or alleged untrue statement or omission or
         alleged omission was made in any Preliminary Prospectus, the
         Registration Statement or the Prospectus or any such amendment or
         supplement in reliance upon and in conformity with written information
         furnished to the Company by such Selling Stockholder expressly for use
         therein; and will reimburse each Underwriter for any legal or other
         expenses reasonably incurred by such Underwriter in connection with
         investigating or defending any such action or claim as such expenses
         are incurred; provided, however, that such Selling Stockholder shall
         not be liable in any such case to the extent that any such loss, claim,
         damage or liability arises out of or is based upon an untrue statement
         or alleged untrue statement or omission or alleged omission made in any
         Preliminary Prospectus, the Registration Statement or the Prospectus or
         any such amendment or supplement in reliance upon and in conformity
         with written information furnished to the Company by any Underwriter
         through Goldman, Sachs & Co. expressly for use therein; provided
         however, that the liability of each such Additional Selling Stockholder
         pursuant to this Section 8 shall not exceed the aggregate gross
         proceeds received by such Additional Selling Stockholder hereunder.

                  (c) Each Underwriter will indemnify and hold harmless the
         Company and each Selling Stockholder against any losses, claims,
         damages or liabilities to which the Company or such Selling Stockholder
         may become subject, under the Act or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in any Preliminary Prospectus,
         the Registration Statement or the Prospectus, or any amendment or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, in
         each case to the extent, but only to the extent, that such untrue
         statement or alleged untrue statement or omission or alleged omission
         was made in any Preliminary Prospectus, the Registration Statement or
         the Prospectus or any such amendment or supplement in reliance upon and
         in conformity with written information furnished to the Company by such
         Underwriter through Goldman, Sachs & Co. expressly for use therein; and
         will reimburse the Company and each Selling Stockholder for any legal
         or other expenses reasonably incurred by the Company or such Selling
         Stockholder in connection with investigating or defending any such
         action or claim as such expenses are incurred.

                  (d) Promptly after receipt by an indemnified party under
         subsection (a) (b) or (c) above of notice of the commencement of any
         action, such indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under such subsection, notify
         the indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party shall not relieve it from
         any liability which it may have to any indemnified party otherwise than
         under such subsection. In case any such action shall be brought against

                                      -19-

<PAGE>   20


         any indemnified party and it shall notify the indemnifying party of the
         commencement thereof, the indemnifying party shall be entitled to
         participate therein and, to the extent that it shall wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel satisfactory to such indemnified party (who shall
         not, except with the consent of the indemnified party, be counsel to
         the indemnifying party), and, after notice from the indemnifying party
         to such indemnified party of its election so to assume the defense
         thereof, the indemnifying party shall not be liable to such indemnified
         party under such subsection for any legal expenses of other counsel or
         any other expenses, in each case subsequently incurred by such
         indemnified party, in connection with the defense thereof other than
         reasonable costs of investigation. No indemnifying party shall, without
         the written consent of the indemnified party, effect the settlement or
         compromise of, or consent to the entry of any judgment with respect to,
         any pending or threatened action or claim in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified party is an actual or potential party to such action or
         claim) unless such settlement, compromise or judgment (i) includes an
         unconditional release of the indemnified party from all liability
         arising out of such action or claim and (ii) does not include a
         statement as to or an admission of fault, culpability or a failure to
         act, by or on behalf of any indemnified party.

                  (e) If the indemnification provided for in this Section 8 is
         unavailable to or insufficient to hold harmless an indemnified party
         under subsection (a), (b) or (c) above in respect of any losses,
         claims, damages or liabilities (or actions in respect thereof) referred
         to therein, then each indemnifying party shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         claims, damages or liabilities (or actions in respect thereof) in such
         proportion as is appropriate to reflect the relative benefits received
         by the Company and the Selling Stockholders on the one hand and the
         Underwriters on the other from the offering of the Shares. If, however,
         the allocation provided by the immediately preceding sentence is not
         permitted by applicable law or if the indemnified party failed to give
         the notice required under subsection (d) above, then each indemnifying
         party shall contribute to such amount paid or payable by such
         indemnified party in such proportion as is appropriate to reflect not
         only such relative benefits but also the relative fault of the Company
         and the Selling Stockholders on the one hand and the Underwriters on
         the other in connection with the statements or omissions which resulted
         in such losses, claims, damages or liabilities (or actions in respect
         thereof), as well as any other relevant equitable considerations. The
         relative benefits received by the Company and the Selling Stockholders
         on the one hand and the Underwriters on the other shall be deemed to be
         in the same proportion as the total net proceeds from the offering
         (before deducting expenses) received by the Company and the Selling
         Stockholders bear to the total underwriting discounts and commissions
         received by the Underwriters, in each case as set forth in the table on
         the cover page of the Prospectus. The relative fault shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or the omission or alleged
         omission to state a material fact relates to information supplied by
         the Company or the Selling Stockholders on the one hand or the
         Underwriters on the other and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The Company, each of the Selling Stockholders
         and the Underwriters agree that it would not be just and equitable if
         contributions pursuant to this subsection (e) were determined by pro
         rata allocation (even if the Underwriters were treated as one entity
         for such purpose) or by any other method of allocation which does not
         take account of the equitable considerations referred to above in this
         subsection (e). The amount paid or payable by an indemnified party


                                      -20-

<PAGE>   21


         as a result of the losses, claims, damages or liabilities (or actions
         in respect thereof) referred to above in this subsection (e) shall be
         deemed to include any legal or other expenses reasonably incurred by
         such indemnified party in connection with investigating or defending
         any such action or claim. Notwithstanding the provisions of this
         subsection (e), no Underwriter shall be required to contribute any
         amount in excess of the amount by which the total price at which the
         Shares underwritten by it and distributed to the public were offered to
         the public exceeds the amount of any damages which such Underwriter has
         otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission. No person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Act) shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation. The Underwriters'
         obligations in this subsection (e) to contribute are several in
         proportion to their respective underwriting obligations and not joint.

                  (f) The obligations of the Company and the Selling
         Stockholders under this Section 8 shall be in addition to any liability
         which the Company and the respective Selling Stockholders may otherwise
         have and shall extend, upon the same terms and conditions, to each
         person, if any, who controls any Underwriter within the meaning of the
         Act; and the obligations of the Underwriters under this Section 8 shall
         be in addition to any liability which the respective Underwriters may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer and director of the Company (including any person who,
         with his or her consent, is named in the Registration Statement as
         about to become a director of the Company) and to each person, if any,
         who controls the Company or any Selling Stockholder within the meaning
         of the Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company and the Selling Stockholders shall be entitled to
a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the Company and
the Selling Stockholders that you have so arranged for the purchase of such
Shares, or the Company and the Selling Stockholders notify you that they have so
arranged for the purchase of such Shares, you or the Company and the Selling
Stockholders shall have the right to postpone a Time of Delivery for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this Agreement with respect to such
Shares.

                  (b) If, after giving effect to any arrangements for the
         purchase of the Shares of a defaulting Underwriter or Underwriters by
         you and the Company and the Selling Stockholders as provided in
         subsection (a) above, the aggregate number of such Shares which remains
         unpurchased does not exceed one-eleventh of the aggregate number of all
         the Shares to be purchased at such Time of Delivery, then the Company
         and the Selling Stockholders shall have the right to require each
         non-defaulting Underwriter to purchase the number of Shares


                                      -21-


<PAGE>   22

         which such Underwriter agreed to purchase hereunder at such Time of
         Delivery and, in addition, to require each non-defaulting Underwriter
         to purchase its pro rata share (based on the number of Shares which
         such Underwriter agreed to purchase hereunder) of the Shares of such
         defaulting Underwriter or Underwriters for which such arrangements have
         not been made; but nothing herein shall relieve a defaulting
         Underwriter from liability for its default.

                  (c) If, after giving effect to any arrangements for the
         purchase of the Shares of a defaulting Underwriter or Underwriters by
         you and the Company and the Selling Stockholders as provided in
         subsection (a) above, the aggregate number of such Shares which remains
         unpurchased exceeds one-eleventh of the aggregate number of all of the
         Shares to be purchased at such Time of Delivery, or if the Company and
         the Selling Stockholders shall not exercise the right described in
         subsection (b) above to require non-defaulting Underwriters to purchase
         Shares of a defaulting Underwriter or Underwriters, then this Agreement
         (or, with respect to the Second Time of Delivery, the obligations of
         the Underwriters to purchase and of the Selling Stockholders to sell
         the Optional Shares shall thereupon terminate, without liability on the
         part of any non-defaulting Underwriter or the Company or the Selling
         Stockholders, except for the expenses to be borne by the Company and
         the Selling Stockholders and the Underwriters as provided in Section 6
         hereof and the indemnity and contribution agreements in Section 8
         hereof; but nothing herein shall relieve a defaulting Underwriter from
         liability for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any of the Selling Stockholders, or any officer
or director or controlling person of the Company, or any controlling person of
any Selling Stockholder, and shall survive delivery of and payment for the
Shares.

         11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholders shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Company and the Selling Stockholders as provided herein, the Company will
reimburse the Underwriters through you for all out-of-pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the Company and the Selling
Stockholders shall then be under no further liability to any Underwriter in
respect of the Shares not so delivered except as provided in Sections 6 and 8
hereof.

         12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives; and in all dealings with any Selling Stockholder hereunder, you
and the Company shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of such Selling Stockholder made or given by any
or all of the Attorneys-in-Fact for such Selling Stockholder.


                                      -22-


<PAGE>   23


         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Goldman, Sachs &
Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration
Department; if to any Selling Stockholder shall be delivered or sent by mail,
telex or facsimile transmission to counsel for such Selling Stockholder at its
address set forth in Schedule II hereto; and if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Secretary; provided,
however, that any notice to an Underwriter pursuant to Section 8(d) hereof shall
be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters' Questionnaire or telex
constituting such Questionnaire, which address will be supplied to the Company
or the Selling Stockholders by you on request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

         13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholders and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

         14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

         15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

         16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel and the Custodian, if any counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Underwriters, this letter and
such acceptance hereof shall constitute a binding agreement among each of the
Underwriters, the Company and each of the Selling Stockholders. It is understood
that your acceptance of this letter on behalf of each of the Underwriters is
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company and the Selling Stockholders
for examination, upon request, but without warranty on your part as to the
authority of the signers thereof.

                                      -23-

<PAGE>   24


         Any person executing and delivering this Agreement as Attorney-in-Fact
for a Selling Stockholder represents by so doing that he has been duly appointed
as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing
and binding Power-of-Attorney which authorizes such Attorney-in-Fact to take
such action.

                                          Very truly yours,

                                          Forrester Research, Inc.

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

                                          George F. Colony
                                          Neil Bradford
                                          William Reeve
                                          Mary A. Modahl
                                          William M. Bluestein, Ph.D.
                                          Susan M. Whirty
                                          Emily Nagle Green
                                          Robert Dowson
                                          Joel Blenner
                                          John W. Boynton
                                          Stanley Dolberg
                                          Timothy M. Riley
                                          Richard C. Belanger
                                          Robert M. Galford

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
                                             As Attorney-in-Fact acting on
                                               behalf of each of the Selling
                                               Stockholders named in Schedule II
                                               to this Agreement.

Accepted as of the date hereof

Goldman, Sachs & Co.
Adams, Harkness & Hill, Inc.
Thomas Weisel Partners LLC
FAC/Equities, a division of
  First Albany Corporation
William Blair & Company, L.L.C.

By:      ________________________
          (Goldman, Sachs & Co.)

On behalf of each of the Underwriters


                                      -24-


<PAGE>   25


                                   SCHEDULE I
                                                              Number of Optional
                                                                 Shares to be
                                             Total Number of     Purchased if
                                               Firm Shares      Maximum Option
                Underwriter                  to be Purchased       Exercised
                -----------                  ---------------  ------------------

Goldman, Sachs & Co........................
Adams Harkness & Hill, Inc.................
Thomas Weisel Partners LLC.................
FAC/Equities, a division of First Albany
  Corporation..............................
William Blair & Company, L.L.C.............
















                                                  ---------            -------
       Total...............................       2,843,000            426,450
                                                  =========            =======

                                      -25-

<PAGE>   26


                                   SCHEDULE II

<TABLE>
<CAPTION>
                                                                                                 Number of Optional Shares
                                                                              Total Number               to be Sold
                                                                             of Firm Shares              if Maximum
                                                                               to be Sold             Option Exercised
                                                                             --------------      -------------------------

<S>                                                                             <C>                       <C>
The Company..........................................................             200,000                 426,450

The Selling Stockholder(s)(a):
         George F. Colony............................................           2,000,000
         Neil Bradford...............................................              80,000
         William Reeve...............................................              70,000
         Mary A. Modahl..............................................             100,000
         William M. Bluestein, Ph.D..................................             100,000
         Susan M. Whirty.............................................              40,000
         Emily Nagle Green...........................................              40,000
         Robert Dowson...............................................              22,000
         Joel Blenner................................................              75,000
         John W. Boynton.............................................               4,000
         Stanley Dolberg.............................................              40,000
         Timothy M. Riley............................................              40,000
         Richard C. Belanger.........................................              24,000
         Robert M. Galford...........................................               8,000

         Total.......................................................           2,843,000                 426,450
                                                                                =========                 =======
</TABLE>









(a) Each Selling Stockholder is represented by Ropes & Gray, One International
Place, Boston, Massachusetts 02110 and has appointed George F. Colony and Susan
M. Whirty and each of them, as the Attorneys-in-Fact for such Selling
Stockholder.


                                      -26-

