Stock Purchase Agreement

Stock Purchase Agreement



                            STOCK PURCHASE AGREEMENT

                                  By and Among

                                   SPSS INC.,

                  EDWARD ROSS, RICHARD KOTTLER, NORMAN GRUNBAUM
                               and LOUIS DAVIDSON
                                       and
           CERTAIN NON-U.K. SHAREHOLDERS OR WARRANTHOLDERS OF QUANTIME
                  LIMITED LISTED ON THE SIGNATURE PAGES HEREOF

                         Dated as of September 30, 1997













                            STOCK PURCHASE AGREEMENT


         STOCK  PURCHASE  AGREEMENT,  dated  as  of  September  30,  1997,  (the
"Agreement"), by and among SPSS INC., a Delaware corporation ("SPSS") and EDWARD
ROSS,  RICHARD  KOTTLER,  NORMAN  GRUNBAUM,  LOUIS DAVIDSON and the shareholders
and/or warrantholders of Quantime Limited, a corporation  incorporated under the
laws of England  with  Registered  Number  1400578  ("Quantime"),  listed on the
signature pages of this Agreement (Edward Ross, Richard Kottler, Norman Grunbaum
and  Louis  Davidson  are  hereinafter  collectively  referred  to herein as the
"Quantime Insiders";  the shareholders and/or  warrantholders of Quantime listed
on the signature pages under the heading  "Quantime  Shareholders" at the end of
the Agreement are hereinafter  collectively  referred to herein as the "Quantime
Shareholders" or the "Shareholders").

                              W I T N E S S E T H:

         WHEREAS,  Quantime  is  engaged  in  the  business  of  developing  and
distributing  market research  software  encapsulating  strong data  collection,
tabulation, on-screen analysis and EIS capabilities;

         WHEREAS,  the respective  Boards of Directors of each of Quantime,  and
SPSS  have  determined  that  it is  advisable  and  for the  benefit  of  their
corporations and their respective shareholders that Quantime be acquired by SPSS
by means of the  acquisition  from the Quantime  Shareholders of the outstanding
capital  shares of  Quantime,  comprised of Class "A" 1 pence  ordinary  shares,
Class  "B" 1 pence  ordinary  shares  and  Class  "C"  US$0.01  ordinary  shares
(collectively, the "Shares") including those represented by bearer warrants (the
"Warrants") held by the Quantime  Shareholders,  all as set forth in Section 5.3
hereto,  in exchange for shares of common stock $.01 par value per share of SPSS
(the "Common Stock"), pursuant to the terms and conditions set forth herein (the
"Acquisition");

         WHEREAS, the Shareholders own of record and beneficially 65.548% of the
issued and outstanding Shares owned by the Quantime  Shareholders and all rights
to acquire such Shares pursuant to the Warrants;

         WHEREAS, for United States federal income tax purposes,  it is intended
that this  transaction  qualify  as a  reorganization  under the  provisions  of
Section  368(a)(1)(B)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"), and that for United Kingdom taxation purposes, the transaction likewise
qualify as a reorganization (or the United Kingdom equivalent thereof) under the
provisions of applicable tax laws of the United Kingdom; and

         WHEREAS,  for United States  accounting  purposes,  it is intended that
this transaction be accounted for as a "pooling of interests".

         NOW, THEREFORE,  in consideration of the premises, the mutual covenants
and agreements contained herein, and other good and valuable consideration,  the
receipt and






sufficiency  of  which  is  hereby  acknowledged,   and  in  reliance  upon  the
representations  and warranties  contained  herein,  the parties hereto agree as
follows:


                                    ARTICLE I

                           TERMS OF PURCHASE AND SALE

         1.1  Purchase  and  Sale  of  the  Shares.  Subject  to the  terms  and
conditions  contained in this  Agreement,  on the Closing  Date (as  hereinafter
defined),  the Shareholders shall sell, assign,  transfer and deliver the Shares
owned by the Quantime  Shareholders  to SPSS, and SPSS shall purchase the Shares
owned by the  Quantime  Shareholders  from the  Shareholders,  for an  aggregate
purchase  price  consisting  of the items and  amounts  set forth in Section 1.3
hereof (the "Purchase  Price") payable pursuant to the terms provided in Section
1.3 hereof. The Shareholders hereby represent, warrant and covenant that (a) the
Shareholders  own and have  good  title  to the  Shares  owned  by the  Quantime
Shareholders,   free  and  clear  of  any  lien,  pledge,  claim,   encumbrance,
restriction  or right of any third party of any kind;  (b) at the Closing,  SPSS
will acquire good title to the Shares  owned by the  Quantime  Shareholders  and
thereby  indirectly the Subsidiary  Shares  (hereinafter  defined in Section 5.3
hereof), respectively, free and clear as aforesaid, including without limitation
any of the foregoing set forth in the Memorandum of Association of Quantime; and
(c) the Shares  owned by the  Quantime  Shareholders  represent  the only equity
interest of the Shareholders in Quantime.  Each of the  Shareholders  waives any
rights of  pre-emption  and  rights of first  refusal  in  relation  to sales or
transfers of the Shares owned by the Quantime  Shareholders,  whether  under the
Articles of Association of Quantime or otherwise.

         1.2 Closing. Subject to the terms and conditions of this Agreement, the
closing of the transactions contemplated hereby (the "Closing") shall take place
at the offices of Ross & Hardies,  Chicago,  Illinois,  by 11:59  p.m.,  Central
Daylight Time, on September 30, 1997 (the "Closing Date") or such other place or
time as the parties may agree.

         1.3 Payment of Purchase Price.  Upon  satisfaction of all the terms and
conditions set forth in this  Agreement,  on the Closing Date SPSS shall deliver
the Purchase Price consisting of 584,206 shares of SPSS Common Stock (the "Total
Shares" or "Acquisition Stock") to be paid as follows (a) the Shareholders shall
receive an  aggregate  of 525,786  shares of SPSS Common  Stock to be  allocated
between the  Shareholders  as set forth in Schedule  1.3 hereof,  and (b) 58,420
shares of SPSS Common Stock (the  "Escrowed  Shares") shall be held in escrow in
accordance with Article III hereof.  Only whole shares of SPSS Common Stock will
be issued in connection with the Acquisition. In lieu of fractional shares, each
Shareholder  otherwise  entitled to a fractional share of SPSS Common Stock will
be paid in cash an amount equal to the amount of such fraction multiplied by the
closing price of SPSS Common Stock on the Closing Date. No such shareholder will
be entitled to  dividends,  voting rights or other rights in respect of any such
fractional share.


                                      - 2 -





         1.4  Tax  and  Accounting.  The  parties  hereto  shall  each  use  all
reasonable  efforts  to cause  the  transactions  contemplated  hereunder  to be
treated as (i) a  reorganization  within the meaning of Section  368(a)(1)(B) of
the  Code,  and  (ii) to  qualify  for  accounting  treatment  as a  pooling  of
interests,  subject in all events to the  provisions  of Sections  6.10 and 11.5
hereof.


                                   ARTICLE II

                          SHAREHOLDERS' REPRESENTATIVE


         2.1 Designation of Shareholders' Representative. In order to administer
efficiently   (i)  the   implementation   of  the   Agreement  by  the  Quantime
Shareholders,   other  than  the  Quantime  Insiders  and  the  Joya  Charitable
Foundation ("Joya"),  (ii) the waiver of any condition to the obligations of the
Quantime   Shareholders   (other  than  Joya)  to  consummate  the  transactions
contemplated  hereby,  and (iii) the  settlement  of any dispute with respect to
this Agreement,  the Quantime  Shareholders  (other than Joya) hereby  designate
Richard Kottler as their representative (the "Shareholders' Representative").

         2.2  Authorization  of  Shareholders'   Representative.   The  Quantime
Shareholders (other than Joya) hereby authorize the Shareholders' Representative
(i) to take all action necessary in connection with the  implementation  of this
Agreement on behalf of the Quantime  Shareholders  (other than Joya), the waiver
of any condition to the  obligations  of the Quantime  Shareholders  (other than
Joya) to consummate the transactions  contemplated  hereby, or the settlement of
any  dispute,  (ii) to give and receive  all notices  required to be given under
this  Agreement,  and  (iii)  to  take  any  and  all  additional  action  as is
contemplated  to be taken by or on behalf of the  Quantime  Shareholders  (other
than Joya) by the terms of this Agreement.

         2.3 Replacement of Shareholders' Representative.  In the event (i) that
the Shareholders'  Representative dies, becomes legally incapacitated or resigns
from such position,  or (ii) upon a written consent executed by at least 66-2/3%
in  interest  (calculated  based on the  allocation  set forth in  Schedule  1.3
hereof,  notwithstanding  any subsequent change in shareholdings by way of sale,
etc.) of the Quantime  Shareholders (other than Joya), the Quantime Shareholders
(other  than  Joya)  may   designate   a   replacement   to  the   Shareholders'
Representative;  however, no change in the Shareholders' Representative shall be
effective until SPSS is given written notice of it by the Quantime  Shareholders
(other than Joya).

         2.4  Decisions  of  Shareholders'  Representative.  All  decisions  and
actions by the  Shareholders'  Representative  shall be binding  upon all of the
Quantime  Shareholders (other than Joya), and no Quantime Shareholder shall have
the right to object,  dissent,  protest or  otherwise  contest the same,  in the
absence of fraud,  gross negligence of willful  misconduct of the  Shareholders'
Representative.


                                      - 3 -





         2.5  Agreements  Regarding  Shareholders'   Representative.   By  their
execution of this Agreement,  the Quantime  Shareholders (other than Joya) agree
that:

                         (i)  SPSS  shall  be able to rely  conclusively  on the
         instructions and decisions of the  Shareholders'  Representative  as to
         any  actions  required  or  permitted  to  be  taken  by  the  Quantime
         Shareholders  (other  than  Joya) or the  Shareholders'  Representative
         hereunder,  and no  party  hereunder  shall  have any  cause of  action
         against  SPSS  for  any  action  taken  by SPSS in  reliance  upon  the
         instructions or decisions of the Shareholders' Representative;

                        (ii) all  actions,  decisions  and  instructions  of the
         Shareholders'  Representative  shall be conclusive and binding upon all
         of the Quantime Shareholders (other than Joya); no Quantime Shareholder
         shall have any cause of action  against  SPSS for any  action  taken or
         omitted  to be  taken,  decision  made  or  omitted  to be  made or any
         instruction   given  or  omitted  to  be  given  by  the  Shareholders'
         Representative;  and no  Quantime  Shareholder  shall have any cause of
         action against the Shareholders'  Representative  for any action taken,
         decision made or instruction given by the Shareholders'  Representative
         under this  Agreement,  except for fraud,  gross  negligence or willful
         breach of this Agreement by the Shareholders' Representative;

                       (iii) the Shareholders' Representative shall be deemed to
         fulfill any fiduciary  obligation to the Quantime  Shareholders  (other
         than Joya) so long as no Quantime  Shareholder is adversely affected by
         any action or failure to act of the  Shareholders'  Representative in a
         disproportionate measure compared to any other Quantime Shareholder;

                        (iv)  remedies  available  at law for any  breach of the
         provisions  of this Section are  inadequate;  therefore,  SPSS shall be
         entitled to  temporary  and  permanent  injunctive  relief  without the
         necessity  of proving  damages if SPSS  brings an action to enforce the
         provisions of this Section; and

                         (v) the provisions of this Section are  independent and
         severable,  shall constitute an irrevocable power of attorney,  coupled
         with  an  interest  and  surviving  death,   granted  by  the  Quantime
         Shareholders (other than Joya) to the Shareholders'  Representative and
         shall be binding upon the executors,  heirs, legal  representatives and
         successors of each Quantime Shareholder.

         2.6  Fees  of  Shareholders'  Representative.  All  fees  and  expenses
incurred  by the  Shareholders'  Representative  shall  be paid by the  Quantime
Shareholders (other than Joya).

         2.7 No Personal Liability. The Shareholders' Representative shall incur
no personal liability with respect to any action taken or suffered by him in his
capacity as Shareholders'  Representative in reliance upon any document believed
by him to be  genuinely  and duly  authorized,  nor  (solely in his  capacity as
Shareholders' Representative) for any other action or

                                      - 4 -





inaction  except his own  willful  misconduct  or  negligence,  fraud or willful
breach of this Agreement. The Shareholders' Representative may, in all questions
relating to his obligations as Shareholders'  Representative  rely on the advice
of counsel,  and the  Shareholders'  Representative  (solely in his  capacity as
Shareholders'  Representative) shall not be liable for anything done, omitted or
suffered in good faith by him to be done based upon such  advice.  The  Quantime
Shareholders   (other  than  Joya)  shall   indemnify   and  save  harmless  the
Shareholders'  Representative  from and against all losses,  costs and  expenses
which he may incur as a result of  involvement in any legal  proceeding  arising
from the performance of his duties as Shareholders' Representative hereunder.


                                   ARTICLE III

                                     ESCROW

         3.1 Escrow.  At Closing,  SPSS shall cause to be issued, in the name of
each Shareholder newly issued shares of SPSS Common Stock in accordance with the
provisions of Schedule 3.1. The Escrow Agent (as defined in the Stock Pledge and
Escrow  Agreement to be entered into between the parties  hereto and such Escrow
Agent in connection herewith) will hold in escrow for the Shareholders' account,
in the  respective  amounts  set forth on Schedule  3.1,  the  Escrowed  Shares,
together  with stock powers duly  executed in blank  attached,  in good form for
delivery.  The Escrow Agent will hold the Escrowed  Shares  subject to the terms
and conditions of Section 3.2 hereof.

         3.2 Escrowed  Shares.  Upon the Closing Date,  the  Shareholders  shall
pledge and grant a first priority  security  interest in the Escrowed  Shares to
SPSS as collateral to satisfy any  post-Closing  claims for breaches  under this
Agreement, and shall enter into a Stock Pledge and Escrow Agreement with respect
thereto  (the  "Escrow  Agreement").  The  number of  Escrowed  Shares,  if any,
remaining  after any retention  made in accordance  with this  Agreement will be
delivered to the  Shareholders,  in amounts  proportionate to the  Shareholders'
interest  in such  Escrowed  Shares,  promptly  after  delivery to SPSS of SPSS'
year-end  audited  financial  statements by SPSS'  outside  auditors (the "Audit
Release Date"),  except for the number of such Escrowed Shares then subject to a
bona fide dispute over which a party is entitled to such Escrowed Shares.


                                   ARTICLE IV

                               SECURITIES MATTERS

         4.1 Registration of SPSS Common Stock.

                  (a) SPSS  shall  prepare  and  file  with  the  United  States
Securities and Exchange  Commission  ("SEC") as soon as practicable,  subject to
review by the Quantime Shareholders

                                      - 5 -





(but in no event later than 90 days after the Closing) a registration  statement
on Form S-3 and/or Form S-4, as  appropriate  (together  with all amendments and
supplements  to  any  such  registration  statement,   including  post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated  by reference in such  registration  statement,  the  "Registration
Statement"),  under the Securities  Act of 1933,  and the rules and  regulations
promulgated  thereunder (the "1933 Act" or the "Act"), for the registration (the
"Registration")  of the  secondary  offering  of the SPSS  Common  Stock for the
account of the  Shareholders.  SPSS expects to have published  audited financial
results,  covering at least thirty (30) days of the combined  operations of SPSS
and Quantime  following  the  Acquisition,  not later than March 31, 1998.  SPSS
shall use all reasonable efforts to have the Registration  declared effective by
the SEC promptly  after  filing.  To the extent that shares of SPSS Common Stock
are not acquired by a Quantime Shareholder pursuant to an effective registration
statement on Form S-4,  SPSS shall use all  reasonable  efforts to register such
SPSS Common  Stock for sale on a delayed or  continuous  basis under Rule 415 of
the 1933 Act and,  provided  that  Form S-3 shall be  available  to SPSS for the
Registration,  to  keep  such  Registration  Statement  continuously  effective,
current and available for use by the  Shareholders  for a period of  twenty-four
(24) months  following the date of  effectiveness,  or such shorter  period that
will terminate when all of the shares of SPSS Common Stock have been sold by the
Shareholders (the "Trading Period").  While any Form S-3 Registration  Statement
remains in effect,  SPSS may at any time deliver to Shareholders  written notice
to the effect that sales may not be effected  under the  Registration  Statement
for a period  of time  (the  "Blackout  Period")  because  of the  existence  of
material facts not disclosed or incorporated  by reference in such  Registration
Statement and in the then-current  prospectus included therein;  upon receipt of
any such  notice,  Shareholders  shall  refrain  from selling any shares of SPSS
Common Stock under such  Registration  Statement until they have received notice
from SPSS to the effect that such sales may then be effected.  In no event shall
the Blackout Period be greater than any similar period of time during which SPSS
restricts any of its employees from effecting sales in SPSS Common Stock because
of the existence of material facts not disclosed or incorporated by reference in
any  then-effective  registration  statement and in the then-current  prospectus
included therein or otherwise not publicly disclosed. SPSS shall promptly update
such  Registration  Statement and the  prospectus  included  therein in order to
permit the shares of SPSS Common Stock to be sold,  and the Trading Period shall
automatically  be extended  by the  aggregate  number of days  during  which the
Shareholders were instructed to refrain from selling shares of SPSS Common Stock
during all Blackout Periods.

                  (b) The  Shareholders  shall cooperate with SPSS in connection
with the  Registration  and shall  provide  such  information  and execute  such
documents as SPSS shall reasonably  request in connection with the Registration.
The  Quantime  Insiders  shall use all  reasonable  efforts to cause  Quantime's
accountants to consent to the inclusion in the  Registration  Statement of their
report, if required,  and to assist in preparing  reconciliations  in accordance
with  generally  accepted  accounting   principles  in  the  United  States,  as
necessary.

                  (c) SPSS  shall  not  grant to any  holder  of  shares of SPSS
Common  Stock  registration  rights  which  interfere  with  the  rights  of the
Shareholders and the obligations of SPSS under this Article IV.

                                      - 6 -






                  (d) Prior to the Earnings  Release Date (as defined in Section
12.8  hereof),  SPSS will not take any action for which it would be  required to
file a Form 8-K under Item 1 or Item 2 thereof.

         4.2  Sales of SPSS  Common  Stock by the  Shareholders.  If at any time
prior to the effectiveness of the Registration  Statement any Shareholder elects
to sell all or any of his shares of SPSS Common Stock,  such  Shareholder  shall
conduct such sales only through registered securities brokers ("Brokers").

         4.3 Registration Expenses.  SPSS shall be responsible for and shall pay
all fees,  costs and  expenses  incurred  by it  relating  to the  Registration,
including  without  limitation,   all  SEC  and  securities   exchange,   NASDAQ
registration  and filing fees,  and all fees and expenses of  compliance by SPSS
with the federal  securities laws or any applicable state blue sky laws, but not
including  (i) any fees and  expenses  of  Shareholders'  counsel  or  otherwise
incurred by the Shareholders,  and (ii) underwriters' fees or expenses, broker's
costs,  commissions and other similar disposition costs associated with the SPSS
Common Stock owned by any Shareholder.

         4.4  Restricted Stock.  Quantime has advised the Shareholders, and the
Shareholders inderstand and agree, as follows:

                  (a) That the shares of SPSS Common Stock to be received by the
Shareholders  pursuant  to  this  Agreement  are  not  currently  subject  to  a
registration statement under the Act, and are issued pursuant to exemptions from
registration under the Act which exemptions  depend,  among other things, on the
bona fide nature of their investment intent.

                  (b) That they shall not  transfer  the SPSS Common Stock to be
received by the  Shareholders  pursuant to this  Agreement  except in compliance
with the  provisions  of the Act. Any proposed  transferee of the shares of SPSS
Common Stock shall agree to take and hold such  securities  upon the  conditions
set forth in Section 4.4(c) hereof.

                  (c) Until such time as the shares being sold  hereunder to the
Quantime   Shareholders  may  be  sold  under  Rule  144(k),   each  certificate
representing the shares of SPSS Common Stock issued to the Shareholders shall be
stamped or otherwise imprinted with a legend in substantially the following form
(in addition to any legend required under applicable state securities laws):

                  THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
                  IN A PRIVATE PLACEMENT.  SUCH SHARES MAY NOT BE OFFERED,  SOLD
                  OR  TRANSFERRED  IN THE  UNITED  STATES IN THE  ABSENCE  OF AN
                  EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF
                  1933 OR AN  EXEMPTION  THEREFROM  OR IN  CONTRAVENTION  OF THE
                  AGREEMENT COVERING THE PURCHASE OF THESE

                                      - 7 -





                  SHARES AND RESTRICTING THEIR TRANSFER. COPIES OF THE AGREEMENT
                  MAY BE  OBTAINED  AT NO COST BY  WRITTEN  REQUEST  MADE BY THE
                  HOLDER OF RECORD OF THIS  CERTIFICATE  TO THE SECRETARY OF THE
                  COMPANY AT ITS PRINCIPAL OFFICE.

When the shares being sold  hereunder to the Quantime  Shareholders  may be sold
under the  circumstances  described  in Rule  144(k) (or any  successor  rule or
regulation)  and there exists no other  restriction on the sale of stock imposed
subsequent  to the date hereof,  SPSS will,  upon  request of the  Shareholders'
Representative,  cause SPSS' transfer  agent to exchange the shares  legended as
set forth above for unlegended shares.

                  (d) Unless a  registration  statement  under the Act  covering
transactions  in the  SPSS  Common  Stock  to be  received  by the  Shareholders
pursuant  to this  Agreement  has been  declared  effective  by the SEC and such
registration statement remains effective at the time of transfer, each holder of
shares of SPSS Common Stock to be received by the Shareholders  pursuant to this
Agreement  shall comply in all respects with the provisions of this Section 4.4.
Prior to any proposed transfer of any such securities,  the holder thereof shall
give written  notice to SPSS of such holder's  intention to effect such transfer
and shall comply with the requirements set forth in the balance of this section.
Each such notice  shall  describe the manner and  circumstances  of the proposed
transfer in reasonable detail, and shall be accompanied by (i) a written opinion
of legal  counsel who shall be  reasonably  satisfactory  to SPSS,  addressed to
SPSS, and reasonably satisfactory in form and substance to SPSS' counsel, to the
effect that the proposed  transfer of such  securities  may be effected  without
registration  under the 1933 Act, (ii) a "no action"  letter from the SEC to the
effect that the distribution of such securities  without  registration  will not
result in a  recommendation  by the staff of the SEC that  action be taken  with
respect  thereto,  or (iii)  such  other  showing  satisfactory  to SPSS and its
counsel that the proposed  transfer of such  securities may be effected  without
registration  under the 1933 Act,  whereupon the holder of such securities shall
be entitled to transfer  such  securities  in  accordance  with the terms of the
notice delivered by the holder to SPSS.

         4.5 Indemnification;  Contribution.  In the event any SPSS Common Stock
held by a Shareholder is included in a registration statement under this Article
IV:

                  (a) SPSS will  indemnify and hold  harmless such  Shareholder,
any underwriter (as defined in the Act) for such Shareholder and each person, if
any, who controls such Shareholder or underwriter  within the meaning of the Act
or the 1934 Act,  against any losses,  claims,  damages,  liabilities  (joint or
several) or expenses to which they may become  subject  under the Act,  the 1934
Act or other  federal or state law,  insofar as such  losses,  claims,  damages,
liabilities  (or actions in respect  thereof)  or  expenses  arise out of or are
based  upon  any  of  the   following   statements,   omissions  or   violations
(collectively  a  "Violation"):  (i) any  untrue  statement  or  alleged  untrue
statement of a material fact contained in such registration statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments  or  supplements  thereto,  (ii) the omission or alleged  omission to
state therein a material fact

                                      - 8 -





required to be stated therein,  or necessary to make the statements  therein not
misleading,  or (iii) any violation or alleged violation by SPSS of the Act, the
1934 Act, any state securities law or any rule or regulation  promulgated  under
the Act,  the 1934 Act or any state  securities  law;  and SPSS will pay to each
such Shareholder,  underwriter or controlling person, any and all legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 4.5(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability, action
or expense if such  settlement  is effected  without the consent of SPSS,  which
consent shall not be unreasonably withheld, nor shall SPSS be liable in any such
case for any such  loss,  claim,  damage,  liability,  action or  expense to the
extent  that it  arises  out of or is based  upon a  Violation  which  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Shareholder or any controlling  person of such Shareholder  expressly for use in
connection with such registration.

                  (b) Such  Shareholder  will  indemnify and hold harmless SPSS,
each of its  directors,  each of its  officers  who has signed the  registration
statement, each person, if any, who controls SPSS within the meaning of the Act,
any underwriter, and any controlling person of any such underwriter, against any
losses, claims, damages, liabilities (joint or several) or expenses to which any
of the  foregoing  persons may become  subject,  under the Act,  the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, liabilities
(or actions in respect  thereto) or expenses  arise out of or are based upon any
Violation,  in each  case to the  extent  (and  only to the  extent)  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished  by  such  Shareholder  expressly  for  use in  connection  with  such
registration;  and such  Shareholder  will pay, as incurred,  any legal or other
expenses reasonably  incurred by any person intended to be indemnified  pursuant
to this subsection  4.5(b),  in connection with  investigating  or defending any
such loss, claim, damage, liability,  action or expense; provided, however, that
the indemnity  agreement  contained in this subsection 4.5(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, action or
expense if such settlement is effected without the consent of such  Shareholder,
which consent shall not be unreasonably withheld or delayed;  provided, that, in
no event  shall any  indemnity  under this  subsection  4.5(b)  exceed the gross
proceeds  from the offering of the shares of SPSS Common Stock  received by such
Shareholder.  SPSS  shall  make  the  Registration  Statement  available  to the
Quantime Shareholders for comment prior to the filing thereof.

                  (c) Promptly after receipt by an indemnified  party under this
Section  4.5  of  notice  of  the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Section 4.5, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation of such indemnified party by

                                      - 9 -





the counsel retained by the indemnifying  party would be inappropriate  due to a
conflict  of  interests  between  such  indemnified  party and any  other  party
represented by such counsel in such  proceeding.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action,  if  prejudicial  to its ability to defend such  action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this Section 4.5.

                  (d) If the  indemnification  provided  for in this Section 4.5
from the indemnifying  party is unavailable to an indemnified party hereunder in
respect of any losses,  claims,  damages,  liabilities  or expenses  referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses,  claims,  damages,  liabilities  or expenses in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  party in connection  with the actions which  resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant  equitable  considerations.  The relative  faults of such  indemnifying
party and  indemnified  party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge,  access
to information  and  opportunity  to correct or prevent such action.  The amount
paid  or  payable  by a  party  as a  result  of the  losses,  claims,  damages,
liabilities and expenses  referred to above shall be deemed to include any fees,
charges or expenses  (including fees,  disbursements  and other charges of legal
counsel)  reasonably incurred by such party in connection with any investigation
or  proceeding.  No person  guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution from any person.

         4.6 Additional  Obligations of SPSS.  With respect to any  registration
hereunder, SPSS shall:

                  (a) furnish to the  Shareholders  such  numbers of copies of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate  the  disposition of shares of SPSS Common Stock owned by
them;

                  (b) use reasonable  efforts to qualify the securities  covered
by such  registration  statement under such other securities or Blue Sky laws of
such  jurisdictions  as shall be reasonably  appropriate for the distribution of
the securities covered by the registration statement;

                  (c) use  reasonable  efforts to notify the NASDAQ Stock Market
of the issuance of the shares of SPSS Common Stock covered by such  registration
statement and list such shares; and


                                     - 10 -





                  (d) notify each  Shareholder  of shares of SPSS  Common  Stock
under such  registration  statement as promptly as possible,  at any time when a
prospectus  relating  thereto is required to be delivered  under the Act, of the
happening  of any  event of which  SPSS has  knowledge  as a result of which the
prospectus contained in such registration statement, as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the circumstances then existing.

         4.7 Reports Under the Exchange Act. With a view to making  available to
the  Shareholders  the  benefits of Rule 144  promulgated  under the Act and any
other rule or regulation of the SEC that may at any time permit a Shareholder to
sell securities of SPSS to the public without  registration,  SPSS agrees to use
its reasonable efforts to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;

                  (b) file with the SEC in a timely manner all reports and other
documents required of SPSS under the Act and the Exchange Act; and

                  (c)  furnish  to any  Shareholder  forthwith  upon  request  a
written  statement by SPSS that it has complied with the reporting  requirements
of Rule  144 and of the Act and the  Exchange  Act,  a copy of the  most  recent
annual or  quarterly  report of SPSS,  and such other  reports and  documents so
filed by SPSS as may be reasonably  requested in availing any Shareholder of any
rule or regulation of the SEC  permitting  the selling of any securities of SPSS
held by it without registration.


                                    ARTICLE V

             REPRESENTATIONS AND WARRANTIES OF THE QUANTIME INSIDERS

         The Quantime Insiders, jointly and severally,  represent and warrant as
of the date hereof to SPSS as follows:

         5.1 Organization and Qualification.  (a) Quantime is a corporation duly
organized and validly existing under English law and has the corporate power and
authority  to own or lease the  properties  and other  assets which it presently
owns or leases and to carry on its business as presently conducted.

         Quantime  Corporation  and  Quantime  S.A. de C.V.  are wholly owned by
Quantime and are the only entities  owned or under common control with Quantime.
Quantime  Corporation is a corporation  duly organized,  validly existing and in
good standing under the laws of the State of Delaware,  is qualified to transact
business in the State of Ohio,  and has the power and  authority to own or lease
the properties and other assets which it presently owns or leases and

                                     - 11 -





to carry on its  business as  presently  conducted.  Quantime  S.A. de C.V. is a
corporation duly organized,  validly existing and in good standing under Mexican
law, and, except as described in Schedule  5.11(a),  neither owns nor leases any
properties or other assets (and at no time has owned or leased any properties or
other  assets)  and  conducts  no  business  (and at no time has  conducted  any
business). (Quantime Corporation is hereinafter referred to as the "Subsidiary";
Quantime S.A. de C.V. is  hereinafter  referred to as the "Mexican  Subsidiary";
the Subsidiary and the Mexican Subsidiary are hereinafter  collectively referred
to as the "Subsidiaries".)  Except as referred to in Schedule 5.(1)(a),  neither
Quantime,  the  Subsidiary  nor the Mexican  Subsidiary  has any equity or other
ownership interest in any other entity.

                  (b)  The  copy  of the  Memorandum  of  Association,  and  all
amendments thereto,  of Quantime,  as filed with the United Kingdom Registrar of
Companies, and of the Articles of Association,  as amended to date, of Quantime,
as certified by its Secretary and as filed with the United Kingdom  Registrar of
Companies,  all as previously  made  available to SPSS,  are true,  complete and
correct  copies  as  amended  and  presently  in  effect.   The  copies  of  any
organizational  and governing  documents of the Subsidiaries  including  without
limitation  the  Certificate  of  Incorporation  of  Quantime  Corporation,   as
certified by the appropriate  government  authorities,  and the Bylaws and other
documents  serving  substantially  the same  function,  all as  previously  made
available  to SPSS,  are  true,  complete  and  correct  copies as  amended  and
presently in effect.  All minutes and consents of the shareholders and directors
of Quantime and the  Subsidiaries  are contained in the minute books of Quantime
and the  Subsidiaries  and said  minute  books have been  furnished  to SPSS for
examination.  Other than the minutes  provided by and  certified by the Quantime
Insiders on the Closing  Date, no minutes or consents have been included in such
minute  books  since such  examination  by SPSS which have not  heretofore  been
furnished to SPSS and no corporate action not reflected in said minute books has
been taken.

                  (c) Except as set forth in Schedule  5.1(c) hereto,  Quantime,
the Subsidiary and the Mexican Subsidiary are each duly licensed or qualified to
do business as a foreign  corporation,  and are each in good standing,  in every
domestic and foreign jurisdiction in which each of Quantime,  the Subsidiary and
the Mexican Subsidiary are required to be so licensed or qualified, except where
failure to do any of the foregoing  would not have a material  adverse effect on
the business, properties or condition (financial or other) of either Quantime or
the Subsidiaries.

                  (d) All  charges in favor of  Quantime  have (if  appropriate)
been registered in accordance with ss395,  409, 410 and 424 of the Companies Act
1985 of England.

         5.2 Authority. The Quantime Shareholders,  on their own behalf, and the
attorneys-in-fact  executing and delivering this Agreement on behalf of any such
Quantime  Shareholders,  have full power,  capacity and authority  (corporate or
otherwise)  to  execute  and  deliver  this  Agreement,  and all  documents  and
instruments  executed and delivered in connection  therewith,  and to consummate
the transactions  contemplated hereby and thereby. The execution and delivery of
this Agreement and such other documents and the consummation of the transactions
contemplated  hereby  and  thereby  have been duly and  validly  authorized  and
approved by all

                                     - 12 -





necessary action on the part of each of the Quantime  Shareholders and the Board
of Directors of Quantime and no other  proceedings  (corporate  or otherwise) on
the part of any of the  Quantime  Shareholders  or  Quantime  are  necessary  to
authorize this  Agreement and such  documents or to consummate the  transactions
contemplated  hereby  and  thereby.  This  Agreement  and the  other  agreements
contemplated by this Agreement have been duly and validly executed and delivered
by or on behalf of each of the Quantime Shareholders and constitute legal, valid
and  binding  agreements  of the  Quantime  Shareholders.  No person is a shadow
director of Quantime  (within the meaning of s741 of the Companies  Acts 1985 of
England) who is not treated as one of  Quantime's  directors for all purposes of
such laws.

         5.3 Capitalization. The entire authorized capital stock of Quantime and
the number of Shares thereof which are issued and outstanding are as follows:

==============================================================================
     NUMBER OF                                                      NUMBER
 AUTHORIZED SHARES                                              ISSUED AND
    OF QUANTIME                      CLASS                     OUTSTANDING
- ------------------------------------------------------------------------------
     6,000,000                      Class A                      1,320,394
- ------------------------------------------------------------------------------
     2,000,000                      Class B                        854,341
- ------------------------------------------------------------------------------
     4,000,000                      Class C                        300,000
                                                         plus 3,371,615 in
                                                           Bearer Warrants
- ------------------------------------------------------------------------------
     4,000,000                      Class D                              0
- ------------------------------------------------------------------------------
     3,671,615                     Deferred                              0
                              1 pence shares
==============================================================================


65.548% of all of the issued and outstanding  Shares of Quantime's capital stock
are owned of record  and  beneficially  by the  Shareholders  in the  respective
amounts set forth in Schedule 5.3 hereto.  Quantime beneficially owns all of the
issued  and  outstanding   shares  of  the  Subsidiaries'   capital  stock  (the
"Subsidiary  Shares").  The  Shares  and  Subsidiary  Shares  are  subject to no
restrictions on transferability  other than restrictions imposed by the Articles
of Association of Quantime, the 1933 Act, English securities laws and applicable
state  securities  laws of states of the United States.  All of the  outstanding
Shares of capital stock of Quantime and  Subsidiary  Shares are duly  authorized
and validly issued and outstanding, fully paid and non-assessable,  and were not
issued in violation  of any  preemptive  rights.  There are no Shares of capital
stock in treasury,  and there are no Shares or  Subsidiary  Shares  reserved for
issuance.  Except as set forth in this Agreement and Schedule 5.3 hereto,  there
are no outstanding options, warrants, conversion or other rights to acquire from
any of the  Shareholders  or Quantime,  or any plans,  contracts or  commitments
providing  for  the  issuance  of,  or the  granting  of,  rights  by any of the
Shareholders or Quantime to acquire:  (i) any capital stock of Quantime (whether
issued or

                                     - 13 -





unissued)  or  Subsidiary  Shares  or (ii) any  securities  convertible  into or
exchangeable for any capital stock of Quantime or Subsidiary  Shares.  Except as
set forth Schedule 5.3 hereto,  there are no agreements or  understandings  with
respect to the  voting,  holding  or  selling of any Shares of capital  stock of
Quantime or Subsidiary Shares, or any contractual obligations of Quantime or any
of its  Shareholders  with respect to  Quantime's  capital  stock or  Subsidiary
Shares.  There are no voting trusts or proxies  currently in effect with respect
to the Shares or Subsidiary  Shares.  Except as provided in this  Agreement,  no
person has any right to require  Quantime or the Subsidiaries to register any of
its or their  securities  under the 1933 Act or pursuant to  applicable  English
law.

         5.4 [Intentionally omitted.]

         5.5 Consents and Approvals. Except as set forth in Schedule 5.5 hereto,
there is no authorization, consent, order or approval of, or notice to or filing
with, any individual or entity required to be obtained or given in order for the
Quantime  Shareholders to consummate the  transactions  contemplated  hereby and
fully perform their respective obligations hereunder.

         5.6 Absence of  Conflicts.  Except as set forth in Schedule 5.6 hereto,
the execution,  delivery and  performance by the Quantime  Shareholders  of this
Agreement and the consummation by the Quantime  Shareholders of the transactions
contemplated  hereby will not,  with or without the giving of notice or lapse of
time or both, (i) violate any provision of law,  statute,  rule or regulation to
which either  Quantime or the  Quantime  Shareholders  is or was  subject,  (ii)
violate  any order,  judgment  or decree  which is or was  applicable  to either
Quantime or the Quantime Shareholders; (iii) conflict with or result in a breach
or default  under any term or  condition of the  Memorandum  of  Association  or
Articles of  Association  of Quantime,  or any agreement or other  instrument to
which either Quantime or the Quantime Shareholders is a party or by which either
of them is bound,  or (iv)  cause,  or give any  person  grounds  to cause,  the
maturity of any debt,  liability or obligation of Quantime to be  accelerated or
increase any such liability or obligation.

         5.7 Financial Statements:  Accounts Receivable. Quantime has previously
delivered to SPSS true and correct copies of the combined audited balance sheets
of Quantime  and the  Subsidiary,  as of March 31, 1997 and the related  audited
statements of income,  statements of retained earnings and statements of changes
in cash flows for the periods ending on such dates (collectively, the "Financial
Statements").  Except as disclosed on Schedule 5.7, the Financial Statements (i)
have  been  prepared  in  accordance  with  the  generally  accepted  accounting
principles  commonly  used in England  applied on a consistent  basis and comply
with the  Companies  Act 1985 of England,  are correct and  complete  and are in
accordance  with the books and  records of  Quantime  and the  Subsidiary,  (ii)
present  fairly  the  financial  position  and  condition  of  Quantime  and the
Subsidiary  and the related  results of  operations  as at the dates and for the
periods then ended (subject to customary year-end adjustments, which adjustments
shall  not be  material  in  kind  or  amount  and  adjustments  resulting  from
fluctuations  in  currency   exchange  rates)  and  (iii)  contain  no  material
misstatements or omissions which under such

                                     - 14 -





generally accepted  accounting  principles would be required to be disclosed for
financial statement purposes.

         Subject to applicable  reserves for bad debts shown on  Quantime's  and
Subsidiary's  latest balance sheet(s) included in the Financial  Statements,  as
such  reserves  are adjusted  from the date  thereof in the  ordinary  course of
business (and subject to customary year-end adjustments, which adjustments shall
not be material in kind or amount and adjustments resulting from fluctuations in
currency  exchange rates),  and except as set forth in Schedule 5.7 hereto,  all
accounts and notes receivable  reflected on the balance sheet(s) are, and to the
best  of  Quantime  Insiders'   knowledge  all  accounts  and  notes  receivable
subsequently  accruing  to the  Closing  Date will be,  (a) valid,  genuine  and
subsisting, (b) subject to no known defenses,  set-offs or counterclaims and (c)
current and collectible.

         5.8  Absence of  Undisclosed  Liabilities.  Except as and to the extent
reserved for in the Financial Statements or as set forth in Schedule 5.8 hereto,
neither  Quantime nor Subsidiary has any  liabilities  or  obligations,  whether
accrued, absolute or contingent,  determined or undetermined,  or whether due or
to become due (including,  without  limitation,  obligations as guarantor) other
than those in the ordinary  course of business since March 31, 1997,  which have
not yet been accrued or booked. To the best of the Quantime Insiders' knowledge,
there is no basis for the  assertion of any claim or  liability  relating to the
businesses  of  either  Quantime  or  Subsidiary,  nor  are  they  aware  of any
occurrence or fact that has or might have an adverse effect on the businesses of
either  Quantime or  Subsidiary.  Except as disclosed in Schedule 5.8, as of the
date of this Agreement,  neither Quantime nor Subsidiary has outstanding debt to
any bank or other lender.

         5.9  Absence  of  Certain  Changes  or  Events.  Except as set forth on
Schedule 5.9 hereto,  since March 31, 1997,  there has not been (a) any material
damage,  destruction  or  casualty  loss to the  properties  or assets of either
Quantime  or  Subsidiary  (whether  covered by  insurance  or not)  outside  the
ordinary  course of business;  (b) any material  adverse change in the business,
assets,  properties,  operations  or financial  condition of either  Quantime or
Subsidiary, or any fact or condition which could cause such a change, other than
any change,  fact or condition  related solely to the transactions  contemplated
hereby; (c) any entry into any transaction,  commitment or agreement (including,
without limitation, any borrowing) individually or in the aggregate in excess of
$25,000,  and outside  the  ordinary  course of  business of either  Quantime or
Subsidiary;  (d)  any  direct  or  indirect  redemption,   repurchase  or  other
acquisition  for value by Quantime of its capital stock or any agreement to take
such action,  or any  declaration,  setting  aside or payment of any dividend or
other distribution in cash, stock or property with respect to Quantime's capital
stock;  (e)  except  for  information  pertaining  to  annual  salary  increases
effective  April 1997,  which  information has previously been provided to SPSS,
any increase in the rate or terms of  compensation  payable or to become payable
by either  Quantime  or  Subsidiary  to their  respective  directors,  officers,
employees,  agents or  independent  contractors  or any  increase in the rate or
change in the terms of any employment agreement or compensatory arrangement,  or
any  changes in any  bonus,  severance,  pension,  insurance  or other  employee
benefit plan, or any other payment or benefit made to or for any such  director,
officer,

                                     - 15 -





employee,  agent or  independent  contractor;  (f) any sale,  transfer  or other
disposition  of any  asset  of  either  Quantime  or  Subsidiary  to any  party,
including,   without  limitation,  the  Shareholders,   except  for  payment  of
obligations  incurred,  and sale of products, in the ordinary course of business
consistent with past practices; (g) any amendment or termination of any material
contract or agreement to which either  Quantime or  Subsidiary is a party or any
termination  or waiver of any other rights of value to the  businesses of either
Quantime or  Subsidiary,  except in the ordinary  course of business  consistent
with past  practices;  (h) any capital  expenditure for additions to property or
equipment by either Quantime or Subsidiary in excess of $10,000;  (i) any split,
combination,  exchange or  reclassification of shares of capital stock of either
Quantime or Subsidiary;  (j) any issuance of capital stock of either Quantime or
Subsidiary  or of  securities  convertible  into or rights to  acquire  any such
capital stock;  (k) any failure by either Quantime or Subsidiary to pay accounts
payable or other obligations in the ordinary course of business;  (l) any pledge
of any of the assets or  properties  of either  Quantime  or  Subsidiary  or any
action or inaction  which would  subject  any such assets or  properties  to any
lien, security interest, mortgage, pledge, claim, charge or other encumbrance of
any kind other than seller's liens incurred in the ordinary  course of business;
(m) any actual or, to the best of the Quantime Insiders'  knowledge,  threatened
termination  or  cancellation  of, or  modification  or change in, any  business
relationship  with any customer or customers of either Quantime or Subsidiary or
other agreement or arrangement  involving or related to the assets or properties
of the businesses of either  Quantime or Subsidiary;  (n) any  cancellation of a
debt, other than trade debt, due to or a claim of either Quantime or Subsidiary,
other than by payment or other satisfaction;  (o) any failure of either Quantime
or Subsidiary to perform under,  or any default by either Quantime or Subsidiary
under,  any agreement,  obligation or covenant to which either of them is or was
bound;  (p) any  change in any  method of  accounting  or  accounting  practice,
principle  or  procedure;  (q) any action or inaction  which might cause  either
Quantime or Subsidiary to incur any tax liability out of the ordinary  course of
business; (r) any other event or condition of any character which materially and
adversely  affects the businesses of either  Quantime or Subsidiary;  or (s) any
agreement, whether in writing or otherwise, to take any action described in this
Section  5.9.  A matter  described  in this  Section  5.9  shall be deemed to be
"material"  if  any  damage,  destruction,   loss  or  adverse  change  exceeds,
individually or in the aggregate for each subsection, $50,000.

         5.10 [Intentionally omitted.]

         5.11 Real and Personal Property;  Inventories.  Schedule 5.11(a) hereto
correctly  identifies  (i) each lease or rental of real property held or paid by
each of Quantime and Subsidiary; and (ii) each parcel of real property, and each
interest (other than such leases or rentals) in real property,  owned by or used
in the  operations  of the  businesses of each of Quantime and  Subsidiary;  and
(iii) all charges  against  such  properties  together  with the  principal  and
interest  outstanding,  it being hereby  confirmed  that Quantime and Subsidiary
have complied in all material  respects with the terms of the charges;  and (iv)
as to such real property,  all charges or leases or rentals the benefit of which
is vested in Quantime or  Subsidiary,  detailing  the principal and interest (in
respect of charges) and the rents  receivable  (in respect of leases),  it being
hereby  confirmed  that the  tenant,  lessee or  mortgagor  has  complied in all
material

                                     - 16 -





respects to date with the terms of the mortgage deed,  rental agreement or lease
(as  appropriate)  and has not alleged  any breach by  Quantime  or  Subsidiary.
Except as set forth in  Schedule  5.11(a)  hereto,  (a) any land and  structures
described  in  Schedule  5.11(a) and  Quantime's  and  Subsidiary's  use thereof
conform in all material respects with all applicable  ordinances,  requirements,
regulations,  zoning laws, planning and building control, restrictive covenants,
leasehold and rental covenants,  indemnities given,  conditions and restrictions
and do not  encroach  on  property  of others,  and are not  encroached  upon by
structures of others;  and (b) no claims,  charges or notice of violations  have
been filed,  served,  made or, to the best of the Quantime Insiders'  knowledge,
threatened,  orally or in writing,  against or relating to any such  property or
the documents under which it is held, or any of the operations  conducted at any
such  property  (currently  or in the past) as a result of (i) any  violation or
alleged  violation  of any  applicable  ordinances,  requirements,  regulations,
zoning laws, planning and building control, restrictive covenants, leasehold and
rental covenants,  indemnities given,  conditions or restrictions,  or (ii) as a
result of any  encroachment  on the property of others.  Also, to the extent any
such real  property  is  located  in the United  Kingdom,  Quantime  is the sole
proprietor  of such real  property  registered at HM Land Registry with absolute
title,  and any lease of such  property  granted for more than 21 years and less
than 40 years is either registered at HM Land Registry or not registered because
the reversion to it was not  registered  at the time of grant,  and there are no
cautions  or  notices  registered  against  its  titles  and to the  best of the
Quantime Insiders' knowledge,  there are not any overriding interests as set out
in Section 70(1) of the Land Registration Act 1925 of England.  Neither Quantime
nor  Subsidiary  owns real  property in any other  countries.  Schedule  5.11(b)
hereto  describes  all material  tangible or  intangible  personal  property and
assets of each of Quantime and Subsidiary. Quantime and Subsidiary have good and
marketable title to, and are in possession of or have control over, all of their
real property and good title to all of their personal property, none of which is
held  under or  subject  to any  mortgage,  pledge,  lien,  lease,  encumbrance,
conditional  sales contract or other security  arrangement  except to the extent
described in Schedule 5.11(b) hereto.  The tangible personal property and assets
are  sufficient to operate the business and consist of all of such property used
in the business.  Since January 1988 and except for the real property  described
in Schedule  5.11(a),  neither  Quantime nor Subsidiary has owned any other real
property  or been the  tenant  of,  or a  guarantor  in  respect  of,  leasehold
property, and to the best of the Quantime Insiders' knowledge,  neither Quantime
nor  Subsidiary  has any other actual or potential  liability  under leases with
respect to  leasehold  property or real  property and has no actual or potential
liability  under  any  indemnity  covenants  given  for  any  leasehold  or real
property.

         The  inventories of each of Quantime and  Subsidiary,  as listed on the
balance sheet(s) of Quantime,  are in good and merchantable condition and are of
a quality suitable and usable or saleable in the ordinary course of business for
the purposes for which such inventories are intended.  The inventory,  as listed
on the balance  sheet(s) of  Quantime,  is adequate for each of  Quantime's  and
Subsidiary's  businesses,  and  except  as  stated in the  balance  sheet(s)  of
Quantime,  there has been no material  adverse change in the amount and quantity
of such inventories since March 31, 1997.


                                     - 17 -





         5.12  Patents,  Trademarks,  Etc.  Schedule  5.12  hereto  contains  an
accurate  and  complete   description  of  all  domestic  and  foreign  patents,
trademarks, service marks, trademark registrations,  logos, trade names, assumed
names,  copyrights and copyright registrations and all applications therefor and
all  registered  designs  and design  rights  (collectively,  the  "Intellectual
Property"),  presently owned or held by each of Quantime and Subsidiary or under
which  either  Quantime or  Subsidiary  owns or holds any  license,  or in which
either Quantime or Subsidiary owns or holds any direct or indirect interest; and
no others are  necessary  for the  conduct of the present  businesses  of either
Quantime or Subsidiary. To the best of the Quantime Insiders' knowledge, none of
the products manufactured, distributed or sold by either Quantime or Subsidiary,
nor any of the Intellectual  Property or other intellectual  property (including
without  limitation,   technology,  inventions,  processes,  designs,  formulae,
know-how,  trade secrets)  (collectively,  with the Intellectual  Property,  the
"Intellectual  Assets"),  or  any of  Quantime's  and  Subsidiary's  activities,
conflict  with,  infringe  or  otherwise  violate  any  patents,  trademarks  or
copyrights,  or any other  rights,  of any  individual  or entity,  nor  require
payments to be made to any person.  Each of Quantime and Subsidiary has the sole
and  exclusive  right to use,  has the right  and  power to sell,  and has taken
reasonable  measures to maintain and protect the Intellectual  Assets; no claims
have  been  asserted  by any  individual  or  entity  with  respect  thereto  or
challenging  or  questioning  the  validity or  effectiveness  of any license or
agreement  with  respect  thereto,  and, to the best of the  Quantime  Insiders'
knowledge,  there is no valid basis for any such  claim.  Neither  Quantime  nor
Subsidiary  is using  confidential  information  or trade  secrets of any former
employer  of any past or  present  employees  engaged  in  businesses  of either
Quantime or  Subsidiary.  The items  described  in  Schedule  5.12 and the other
Intellectual  Assets are adequate to conduct the  businesses of each of Quantime
and Subsidiary as presently conducted.  Subject to the foregoing,  Quantime owns
good title to all of the Intellectual Assets.

         5.13 Rights of Employees with Respect to Certain Intellectual Property.
Neither  Quantime  nor  Subsidiary  owns or has any right,  license or interest,
whether as a  licensee,  licenser  or  otherwise,  in any  copyrights,  patents,
applications for copyrights or patents, trade secrets, inventions, processes and
designs or in any trademarks,  service marks,  trade names, or applications  for
them, or registered  designs or design rights,  except as listed or described in
Schedule  5.12.  Quantime  is not,  and to the  best of the  Quantime  Insiders'
knowledge,  no employee of either  Quantime or Subsidiary is in violation of (i)
any  term of any  employment  contract,  any  "work  for  hire"  arrangement  or
agreement,  or any patent  disclosure  agreement  or (ii) any other  contract or
agreement,  or any  restrictive  covenant  relating  to the  rights  of any such
employee-to be employed by either Quantime or Subsidiary or to use trade secrets
or proprietary information of others.

         5.14     Contracts and Commitments.

         (a) Schedule 5.14 lists the following contracts and other agreements to
which either Quantime or Subsidiary is a party (collectively, the "Contracts"):

                  (i)      any customer agreement, distributor agreement
                           relating to the licensing of products of Quantime or

                                     - 18 -





                           Subsidiary requiring payments in excess of
                           $100,000 per annum;

                  (ii)     any agreement for the lease of personal property from
                           any  person or entity  requiring  lease  payments  in
                           excess of $25,000 per annum;

                  (iii)    any  agreement  for  the  purchase  or  sale  of raw 
                           materials, commodities,  supplies, products or other 
                           personal property, or for the  furnishing  or receipt
                           of  services  requiring  payments  by  Quantime  or  
                           Subsidiary in excess of $25,000 per annum, excluding 
                           employment agreements; or

                  (iv)     any  agreement  concerning  a  partnership  or  joint
                           venture.

         (b) Quantime has previously made available to SPSS a true,  correct and
complete copy of each of the Contracts.  Quantime has not materially breached or
has not caused to exist a material default under any of the Contracts and to the
best of the Quantime Insiders' knowledge,  there is no basis for any valid claim
or default in any  respect  under any of the  Contracts.  Except as set forth in
Schedule 5.16, none of the Contracts contains a clause in respect of a change of
control of Quantime.

         (c) Except as set forth on the Schedule 5.14 hereto,  neither  Quantime
nor  Subsidiary  has  given  any  power  of  attorney   (whether   revocable  or
irrevocable) to any individual or entity.

         (d) All of the  Contracts are valid and binding  obligations  of either
Quantime or Subsidiary, enforceable in accordance with their respective terms to
the extent  permitted  by  applicable  law, and are in full force and effect and
complied with. Except as set forth on Schedule 5.14, to the best of the Quantime
Insiders'  knowledge,  no other party to any of the  Contracts  is in default or
breach thereof.

         (e)  True  and  correct  copies  of each  standard  form  customer  and
distributor  contract currently in use by each of Quantime and Subsidiary in the
conduct of its businesses have been provided to SPSS.

         5.15  Source  Code.  Except  as set  forth in  Schedule  5.15,  each of
Quantime and Subsidiary owns all rights, title and interest in and to the source
codes for all of its  software  products and has not  distributed  any copies of
such  source  codes to any third  parties,  except for copies of the source code
relating to products which are now obsolete, and neither Quantime nor Subsidiary
has agreed to pay to any  individual or entity any royalty,  commission or other
amount on account of sales of their software products.


                                     - 19 -





         5.16  Licenses  and  Royalties.  Except as set forth on  Schedule  5.16
hereto,  neither  Quantime  nor  Subsidiary  is a  licensee  under any  license,
including, without limitation,  licenses with respect to source codes used or to
be used in either Quantime's or Subsidiary's software products,  and neither has
an  obligation  to pay  royalties  to any third party in  connection  therewith.
Neither  Quantime nor  Subsidiary  has granted to any  individual  or entity any
rights or  security  interests  with  respect  to the  source  codes for  either
Quantime's or Subsidiary's  software products.  Quantime has not breached in any
material  respect and has not caused to exist a material  default under any such
licenses and, to the best of the Quantime Insiders' knowledge, there is no basis
for any valid claim or default in any respect  under such  licenses and no other
party is in breach or default thereof.

         5.17 Technical  Documentation.  The source code, system  documentation,
statements or principles of operation,  and schematics made available to SPSS by
Quantime and Subsidiary  relating to the software products currently  maintained
or licensed by either Quantime or Subsidiary constitutes all of the source code,
system documentation,  statements or principles of operation and schematics held
by Quantime or Subsidiary relating to the software products currently maintained
or licensed by either Quantime or Subsidiary (the "Technical Documentation").

         5.18 Third-Party Components in Software Programs.  Each of Quantime and
Subsidiary  has validly and  effectively  obtained the right and license to use,
copy,   modify  and  distribute  any   third-party   programming   and  software
documentation  materials  contained  in  each  of  Quantime's  and  Subsidiary's
software  products and the  Technical  Documentation  pursuant to licenses  from
third parties as set forth in Schedule 5.18.

         Except as otherwise  provided in Schedule 5.18,  each of Quantime's and
Subsidiary's software products and the Technical Documentation contains no other
programming or materials in which any third party may claim  superior,  joint or
common ownership, including any right or license, and, do not contain derivative
works of any  programming  or  materials  not owned in their  entirety by either
Quantime or Subsidiary.

         5.19 Third-Party  Interests or Marketing  Rights in Software  Programs.
The contracts,  agreements,  licenses or other  commitments or  arrangements  in
effect with respect to the development,  marketing, distribution,  licensing, or
promotion of either  Quantime's or Subsidiary's  software  products or any other
inventory,  the Technical  Documentation,  or either  Quantime's or Subsidiary's
Intellectual Assets with any independent salesperson,  distributor, sublicensor,
or other remarketer or sales organization which have been made available to SPSS
constitute all of such contracts,  agreements,  licenses or other commitments or
arrangements in effect with respect to the development, marketing, distribution,
licensing,  or promotion of either Quantime's or Subsidiary's  software products
or any other inventory,  the Technical  Documentation,  or either  Quantime's or
Subsidiary's Intellectual Assets with any independent salesperson,  distributor,
sublicensor, or other remarketer or sales organization.


                                     - 20 -





         5.20  Software  Security  Warranties.  Except  as set forth in a letter
dated as of the date hereof to the Senior Vice President; Product Development of
SPSS,  the  software  products  of  Quantime  and  Subsidiary  are  free  of any
passwords,  keys, security devices or trap doors, and any computer  instructions
(including,  but not limited to, computer  instructions  commonly referred to as
Trojan Horses,  anomalies,  worms,  self-destruct  mechanisms,  or time bombs or
logic bombs) which are  intended to interfere  with or frustrate  the use of the
software products,  any portion thereof, or other software or computer hardware,
whether or not currently in effect with respect to any copy of either Quantime's
or Subsidiary's software products.

         5.21  Non-Infringement.  Quantime's and Subsidiary's  software products
and any licenses by Quantime or Subsidiary or other rights connected  therewith,
express or implied,  will not infringe any other person's  intellectual property
rights.

         5.22 Government Contracts.  Except as set forth in a letter dated as of
the date hereof from Quantime to the Senior Vice President-Corporate Operations,
Chief Financial Officer and Secretary of SPSS, the Quantime Insiders do not have
knowledge of any acts,  omissions or noncompliance with regard to any applicable
public contracting statute,  regulation or contract requirement (whether express
or  incorporated  by reference) to any contracts  relating to either Quantime or
Subsidiary,  its  businesses or any of its assets with any  Government  Contract
Party (as  defined  below) in either  case that have led to or could lead to (a)
any claim or dispute involving either Quantime or Subsidiary, its businesses, or
any of its  assets  and any  Government  Contract  Party or (b) any  suspension,
debarment or contract  termination,  or proceeding related thereto. The Quantime
Insiders  have no  knowledge  of any act or omission  related to the  marketing,
licensing,  or selling of any software related to either Quantime or Subsidiary,
or its business  that has led to or could have any material  adverse  affects on
either  Quantime's  or  Subsidiary's  rights  or on any of  its  assets.  All of
Quantime's and Subsidiary's  development of technical data and computer software
was developed exclusively at private expense. For purposes of this Section 5.22,
the term "Government  Contract Party" means any independent or executive agency,
division,  subdivision, audit group or procuring office of any governmental body
including,  without  limitation,  the United  States or United  Kingdom  federal
government,  any prime contractor of the United States or United Kingdom federal
government  and any higher  level  subcontractor  of a prime  contractor  of the
United States or United Kingdom federal government,  and including any employees
or agents thereof, in each case acting in such capacity.

         5.23 Product  Warranties and Liabilities.  Except as stated in Schedule
5.9(o) and Schedule 5.14,  neither Quantime nor Subsidiary has given or made any
express or implied  warranties  (except for implied  warranties  that may not be
disclaimed  pursuant to applicable  law) with respect to any products  licensed,
distributed,  offered  or sold or  services  performed  by them,  except for the
limited warranties stated in standard form customer  contracts,  previously made
available to SPSS, with modifications  that, in the aggregate,  would not have a
material adverse effect on business,  prospects or financial condition of either
Quantime or Subsidiary.  The Quantime  Insiders do not have any knowledge of any
fact or of the  occurrence  of any event  forming  the basis of any  present  or
future claim against either Quantime or Subsidiary, whether

                                     - 21 -





or not fully  covered  by  insurance,  for  liability  on  account  of  products
liability or on account of any express or implied product  warranty,  except for
warranty  obligations and product returns in the ordinary course of business and
as set forth in Schedule 5.23.

         5.24 Insurance.  Schedule 5.24 hereto is a description of all insurance
policies held by each of Quantime and Subsidiary  concerning  their  businesses,
operations and properties,  true, complete and correct copies of which have been
previously  provided  to SPSS.  Each of the  insurance  policies  referred to in
Schedule 5.24 is in force and the premiums  with respect  thereto are fully paid
through the dates indicated thereon,  and nothing has been done or omitted to be
done which could make any policy of insurance  void or voidable.  No insurer has
denied coverage or reserved rights for any claim made by Quantime, Subsidiary or
any other individual or entity under any insurance policies.

         5.25 Litigation and Administrative Proceedings.  Except as set forth in
Schedule  5.25  hereto,  there  is  no  claim,   action,  suit,   proceeding  or
investigation  in any court or before any  governmental or regulatory  authority
pending or, to the best of the Quantime Insiders' knowledge,  threatened against
or affecting  either  Quantime or  Subsidiary or which seeks to enjoin or obtain
damages  in  respect  of the  transactions  contemplated  hereby.  The  Quantime
Insiders do not know of any basis for any such claim, action,  suit,  proceeding
or investigation.  To the best of the Quantime Insiders's  knowledge,  no claim,
action,  suit,  proceeding or investigation set forth in Schedule 5.25 could, if
adversely decided,  have a material adverse effect on the business,  properties,
condition   (financial  or  otherwise)  or  prospects  of  either   Quantime  or
Subsidiary.

         5.26     [Intentionally omitted].

         5.27 Compliance with Laws. Except as set forth on Schedule 5.27 hereto,
to the best of the Quantime Insiders' knowledge, neither Quantime nor Subsidiary
has in the past been nor are either  presently  in  violation  of, in respect of
operations, real property,  machinery,  equipment, all other property, practices
and all other aspects of its businesses,  any applicable law (whether  statutory
or otherwise),  rule, regulation,  order,  ordinance,  judgment or decree of any
governmental  authority  (federal,  state,  local or  otherwise)  (collectively,
"Laws") that would have a material adverse effect on the business, properties or
condition  (financial or otherwise) of either  Quantime or  Subsidiary.  Neither
Quantime nor Subsidiary has received any notification of any asserted present or
past failure of either Quantime or Subsidiary to comply with any of such Laws.

         5.28 Environmental and Safety Matters.  (a) As to properties  described
in Schedule  5.11(a) which are located in the United States,  to the best of the
Quantime  Insiders'  knowledge,  each of Quantime and Subsidiary has complied in
all material respects with all applicable United States federal,  state or local
Laws,    regulations   or   ordinances   relating   to   environmental   matters
("Environmental  Laws")  including,  but not  limited to: air  pollution;  water
pollution;  noise control; on-site or off-site solid or hazardous waste storage,
treatment,  discharge,  disposal  or  recovery;  toxic  and  hazardous  chemical
reporting; or employee safety and hazardous material

                                     - 22 -





use, generation, reliance,  transportation,  and reporting provisions. Except as
set forth on Schedule  5.28,  no notice of violation  of or potential  liability
resulting from any such Environmental Laws, or orders with respect thereto,  has
been received, nor to the best of the Quantime Insiders' knowledge,  threatened.
No  underground  or above ground  storage  tanks are or have, to the best of the
Quantime Insiders' knowledge,  prior to Quantime's or Subsidiary's  occupancy or
possession  thereof  been located on the real  properties  described in Schedule
5.11(a)  attached  hereto or previously  owned or operated by either Quantime or
Subsidiary.  The Quantime  Insiders are not aware of any generation,  treatment,
storage,  transfer,  disposal,  release or threatened release in, at, from or on
such real properties of toxic or hazardous substances by any current or previous
owner or tenant of such real properties,  to the extent that such is a violation
of law.

                  (b) As to properties  described in Schedule  5.11(a) which are
located in the United Kingdom, and except as provided in that certain Health and
Safety Management  Evaluation Guide dated July 14, 1997,  prepared by Quantime's
insurance brokers and previously delivered to SPSS (the "Environmental Report"),
(i) Quantime has  complied,  and has adequate  facilities to continue to comply,
with all  current  legislation  (both  primary  and  secondary)  relating to the
protection  of the  environment;  (ii)  Quantime  has not  caused  or  knowingly
permitted poisonous,  noxious or polluting matter or solid waste matter to enter
controlled waters;  trade or sewage effluent to be discharged from a building or
a fixed plant; or matter to enter inland freshwaters so as to tend to impede the
proper flow of the waters in a manner leading or likely to lead to pollution, in
each case  within the meaning of section 85 of the Water  Resources  Act 1991 of
England;  (ii) Quantime has not been required to reimburse the expenses incurred
by the National  Rivers  Authority  under section 161 of the Water Resources Act
1991 of England;  (iii) Quantime has not been required to incur expenditure as a
result of pollution or contamination of any land or buildings;  (iv)Quantime has
not done or  failed  to do  anything  as a result of which it has been or may be
subject to a liability or penalty as a result of pollution or contamination;  or
has received or could  receive a  remediation  notice  under  section 78E of the
Environmental  Protection Act 1990 of England.  During Quantime's  possession or
occupancy of the properties listed on Schedule  5.11(a),  and to the best of the
Quantime  Insiders'  knowledge,  prior to possession or occupancy by Quantime of
such  properties,  no audit has been  carried  out in respect of the  properties
listed on Schedule  5.11(a) or of land previously  owned or occupied by Quantime
which relates to the extent to which such properties or land previously owned or
occupied by Quantime are or might be contaminated or polluted or liable to cause
damage to the environment or to living things.

         5.29     Employee Benefits.

                  5.29.1  Attached  hereto as Schedule 5.29 is a written list of
all employee  benefit plans relating to employee  benefits with respect to which
each of  Quantime  and  Subsidiary  has  incurred  or may  incur  any  future or
contingent obligations,  including, without limitation, all plans, agreements or
arrangements  relating  to  deferred  compensation,  pensions,  profit  sharing,
retirement income or other benefits,  stock purchase,  stock ownership and stock
option plans, stock appreciation rights, bonuses, severance arrangements, health
and welfare benefits,

                                     - 23 -





insurance   benefits  and  all  other  employee   benefits  or  fringe  benefits
(collectively  referred  to as the  "Plans").  Each  Plan is in full  force  and
effect. Quantime has delivered or made available to SPSS true and correct copies
of each Plan,  each  summary  plan  description  relating to a Plan and the last
three Forms 5500 which may have been filed for each Plan. As to  Quantime's  and
Subsidiary's  operations in the United States, and except as may be indicated on
Schedule 5.29 hereto,

                  (a)  neither  Quantime  nor  Subsidiary  contributes,  nor has
         either of them ever contributed,  to any multi-employer plan within the
         meaning  of  Section  4001(a)(3)  of  the  Employee  Retirement  Income
         Security Act of 1974, as amended ("ERISA"),  nor are either Quantime or
         Subsidiary  affiliated with any entity such that Quantime or Subsidiary
         has, or might have in the future,  any  multi-employer  plan withdrawal
         liability under Subtitle E of Part IV of ERISA.

                  (b) Each Plan (and each trust forming a part of such Plan) has
         been  administered  and operated in all respects in accordance with its
         terms and applicable law. Where  designated on Schedule 5.29, each Plan
         is  "qualified"  within the  meaning of Section  401(a) of the Code and
         each related trust is exempt from tax under Section 501(a) of the Code.

                  (c) With  respect  to each Plan  relating  to  Quantime's  and
         Subsidiary's  operations  in the  United  States,  no  person:  (i) has
         entered into any non-exempt  "prohibited  transaction," as such term is
         defined in ERISA and the Code; (ii) has breached a fiduciary obligation
         or violated Sections 402, 403, 405, 503, 510 or 511 of ERISA; (iii) has
         any liability for any failure to act or comply with the  administration
         or  investment  of the  assets of such  Plan;  (iv) has  engaged in any
         transactions  or otherwise  acted with respect to such Plan in a manner
         which could  subject  Quantime,  Subsidiary  or any  fiduciary  or plan
         administrator  or other  person  dealing  with such Plan,  to liability
         under  Sections  409 or 502 of ERISA or Sections  4972 or 4976  through
         4980 of the Code.

                  (d) No liability to the Pension Benefit  Guaranty  Corporation
         ("PBGC") has been, or to the best of the Quantime Insiders'  knowledge,
         is  expected  to be,  incurred  with  respect to any Plan  relating  to
         Quantime's and Subsidiary's operations in the United States, except for
         liabilities  for PBGC premiums  which may be expected to be incurred in
         the ordinary course of business. PBGC has not instituted proceedings to
         terminate  any Plan.  No  "reportable  event,"  within  the  meaning of
         Section  4043(b) of ERISA,  for which the  obligation  to report to the
         PBGC within 30 days has not been waived by the PBGC,  has occurred with
         respect to any Plan.  There exists no condition or set of circumstances
         which presents a risk of termination or partial termination of any Plan
         relating to Quantime's and Subsidiary's operations in the United States
         and which could result in a liability on the part of either Quantime or
         Subsidiary to the PBGC.


                                     - 24 -





                  (e) With respect to Quantime's and Subsidiary's  operations in
         the United  States,  full  payment has been made of all  amounts  which
         either  Quantime or Subsidiary  was required  under the terms of any of
         the Plans to have paid as  contributions  to such  Plans on or prior to
         the Closing Date, and no "accumulated  funding  deficiency" (as defined
         in Section 302(a)(2) of ERISA and Section 412(a) of the Code),  whether
         or not waived, exists with respect to any such Plan.

                  (f) Other than for claims in the  ordinary  course of business
         for benefits under the Plans,  there are no actions,  suits,  claims or
         proceedings,  pending or  threatened,  nor to the best of the  Quantime
         Insiders'  knowledge  does there  exist any basis  therefor,  which may
         result  in  any  liability  with  respect  to  any  Plan  to  Quantime,
         Subsidiary or any Plan or trust thereof.

                  (g) The  present  value of  accrued  benefits  under each Plan
         relating to Quantime's and Subsidiary's operations in the United States
         which is  subject to Title IV of ERISA  does not  presently  exceed the
         current  value of the  assets of such Plan  allocable  to such  accrued
         benefits. For purposes of the representation in the preceding sentence,
         the terms  "current  value" and  "accrued  benefit"  have the  meanings
         specified  in Sections  3(26) and 3(23),  respectively,  of ERISA;  and
         "present  value" shall be determined  using the  actuarial  assumptions
         which  would be used by the  enrolled  actuary  for each  such  Plan in
         connection   with   determining   whether  such  Plan   satisfies   the
         requirements of Section 412 of the Code,  determined  without regard to
         Subsection (b)(5)(B) thereof.

                  (h) Except for  continuation  coverage  under  Sections 601 et
         seq.  of ERISA,  no former  employee  of  Quantime,  Subsidiary  or any
         affiliate  thereof,  nor any dependent of any such former employee,  is
         entitled to any  medical,  dental  benefits or other  welfare  benefits
         under any Plan relating to Quantime's  and  Subsidiary's  operations in
         the United States.

                  5.29.2 As to  Quantime's  operations  in the  United  Kingdom,
Quantime is under no legal  obligation,  nor is Quantime a party to an ex-gratia
arrangement, to pay pensions, gratuities, superannuation allowances or the like,
or otherwise to provide "relevant benefits" within the meaning of the Income and
Corporation  Taxes Act  ("ICTA")  s612(1),  to or for any of its past or present
officers or employees or their dependents;  and there are no retirement benefit,
or pension or death benefit,  or similar schemes or arrangements in relation to,
or binding on,  Quantime or to which Quantime has any legal or moral  obligation
to contribute.

         5.30 Licenses and Permits.  Quantime and  Subsidiary  have all material
governmental licenses and permits and other material governmental authorizations
and approvals required for the conduct of its businesses as presently  conducted
("Permits"). Schedule 5.30 hereto includes a list of all Permits.


                                     - 25 -





         5.31 Relations  With  Suppliers and  Customers.  Except as set forth in
Schedule 5.31, neither Quantime nor Subsidiary nor the Quantime  Shareholders is
required to provide  any bonding or other  financial  security  arrangements  in
connection with any transaction with any customer or supplier.  Neither Quantime
nor  Subsidiary  nor the Quantime  Shareholders  has received any written notice
nor, to Quantime's knowledge,  any oral notice, that any customer or supplier of
either  Quantime or Subsidiary will cease to do business with either Quantime or
Subsidiary  or refuse to do  business  with SPSS after the  consummation  of the
transactions contemplated hereby.

         5.32 Interests in Competitors,  Suppliers and Customers.  Except as set
forth in  Schedule  5.32 and except for passive  investments  in  securities  of
publicly-traded companies, representing less than five percent of the issued and
outstanding  capital stock of such  companies,  neither  Quantime nor any of the
Quantime  Insiders nor any officer or director of Quantime or  Subsidiary or any
entity  controlled by or under common control with either Quantime or Subsidiary
has any  ownership  interest in any  competitor,  supplier or customer of either
Quantime or  Subsidiary or any property used in the operation of either of their
businesses.

         5.33 Employment  Matters.  That certain letter dated September 30, 1997
given  by the  Quantime  Insiders  to SPSS  (the  "Employment  Matters  Letter")
contains a list of all oral and written  employment or  consulting  contracts or
other agreements or arrangements providing for remuneration in excess of $75,000
per annum (or  (pound)47,500)  to which either Quantime or Subsidiary is a party
or by which either of them is bound, and all such contracts and arrangements are
in full force and effect. There have been no claims of defaults and, to the best
of the Quantime Insiders'  knowledge,  there are no facts or conditions which if
continued,  or with the giving of notice,  will result in a default  under these
contracts  or  arrangements.  Except  as set  forth on  Schedule  5.33,  neither
Quantime nor Subsidiary has registered a profit-related  pay scheme under Part V
Chapter III ICTA.  No past  employee of  Quantime or  Subsidiary  has a right to
return to work or has or may have a right to be reinstated  or re-engaged  under
the Employment Rights Act 1966 of England.

         5.34 Discrimination:  Occupational Safety; Labor. Except as provided in
Schedule 5.34, no person or party (including,  but not limited to,  governmental
agencies of any kind) has any claim,  or, to the best of the Quantime  Insiders'
knowledge,  basis for any  action or  proceeding,  against  either  Quantime  or
Subsidiary  arising out of any  statute,  ordinance  or  regulation  relating to
discrimination in employment or employment  practices or occupational safety and
health standards (including,  but without limiting the foregoing, The Fair Labor
Standards  Act,  as  amended;  Title VII of the  Civil  Rights  Act of 1964,  as
amended;  42 U.S.C. 1981 or the Age Discrimination in Employment Act of 1967, as
amended and applicable  English law),  which,  if upheld,  would have an adverse
effect  on the  assets,  properties,  businesses  or  conditions,  financial  or
otherwise, of either Quantime or Subsidiary. There is no pending or, to the best
of  the  Quantime  Insiders'  knowledge,   threatened  federal  or  state  equal
employment  opportunity  enforcement  action or labor dispute,  strike,  or work
stoppage  affecting any of businesses of either Quantime or Subsidiary.  Neither
Quantime nor Subsidiary has any collective bargaining or similar agreements, nor
do either of them have any obligation to bargain

                                     - 26 -





with any labor organization as the representative of their employees,  and there
is  neither  pending,  or to the  best  of  the  Quantime  Insiders'  knowledge,
threatened,  any labor  dispute,  strike or work stoppage which affects or which
may affect Quantime's or Subsidiary's businesses or which may interfere with the
continued  operations of either  Quantime or Subsidiary.  Except as set forth on
Schedule  5.34, no present or former  employee of either  Quantime or Subsidiary
has any claim against  either of them for (a) overtime pay,  other than overtime
pay for the current payroll period,  (b) wages or salary (excluding  bonuses and
amounts  accruing  under pension and profit  sharing plans) for any period other
than  the  current  payroll  period,  (c)  vacation,  time off or pay in lieu of
vacation or time off, or (d) any material violation of any statute, ordinance or
regulation relating to minimum wages or maximum hours of work.

         5.35 Related  Transactions.  Except as set forth in Schedule  5.35, and
that certain letter agreement of even date herewith  between SPSS,  Quantime and
Edward Ross (the "Ross  Letter")  neither  Quantime nor  Subsidiary is currently
bound under any loan, contract, lease, commitment,  arrangement or understanding
with any of its  officers,  directors,  employees,  shareholders  or any  entity
controlled by or under common control with either Quantime or Subsidiary, except
normal compensation arrangements with officers,  directors and employees, all of
which are  terminable  by  Quantime or  Subsidiary  on not more than six months'
notice.  Except as set forth in Schedule 5.35,  neither  Quantime nor Subsidiary
has been a party to a  transaction  to which s320 or s330 of the  Companies  Act
1985 of England may apply.  No contract of service  exists  between  Quantime or
Subsidiary and a director or employee in relation to which the  requirements  of
s319 Companies Act 1985 of England have not been fulfilled.

         5.36 Brokers and Finders.  Neither  Quantime,  nor  Subsidiary  nor the
Quantime Insiders (nor any of their respective officers,  directors,  employees,
affiliates,  associates,  or family members), has employed any broker, finder or
investment  banker  or other  similar  person or entity  who is  entitled  to be
compensated in connection with this Agreement or the  transactions  contemplated
hereby.

         5.37  Questionable  Payments.  Neither  Quantime nor Subsidiary nor the
Quantime Insiders,  nor any director,  officer,  agent, employee or other person
associated  with or  acting  on behalf of  either  Quantime  or  Subsidiary  has
directly or indirectly: (a) used any corporate funds for unlawful contributions,
gifts,  entertainment or other unlawful expenses relating to political activity;
(b) made any  unlawful  payment  to  government  officials  or  employees  or to
political  parties or campaigns from corporate funds; (c) violated any provision
of the Foreign Corrupt Practices Act of 1977, as amended or similar English law;
(d)  established  or  maintained  any unlawful or  unrecorded  fund of corporate
monies or other assets;  (e) intentionally made any false or fictitious entry on
the books or records of  Quantime  or  Subsidiary;  (f) made any bribe,  payoff,
influence payment,  kickback or other unlawful payment; or (g) made any bribe or
other payment of a similar or comparable nature to any person or entity, private
or  public,  regardless  of form,  to obtain  favorable  treatment  in  securing
business or to obtain special concessions or treatment.
         5.38 Books and  Records.  The books and records of each of Quantime and
Subsidiary  have been  maintained in  accordance  with  commercially  reasonable
business and bookkeeping

                                     - 27 -





practices and accurately reflect in all material respects the business,  assets,
properties, rights, obligations,  liabilities and operations of each of Quantime
and Subsidiary.

         5.39 Bank Accounts; Safe Deposit Boxes. Schedule 5.39 hereto sets forth
the names and locations of all banks in which either  Quantime or Subsidiary has
accounts or safe deposit  boxes and the names of all persons  authorized to draw
thereon or to have access thereto.

         5.40 Effect of Certificates. All representations and warranties made in
certificates  delivered by or on behalf of Quantime and the Quantime Insiders at
the Closing shall be deemed to be additional  representations  and warranties of
Quantime and the Quantime Insiders, respectively.

         5.41  Accounting  Matters.  To  the  best  of  the  Quantime  Insiders'
knowledge,  neither  Quantime nor Subsidiary nor the Quantime  Shareholders  has
through  the date of this  Agreement  taken or  agreed to take any  action  that
(without giving effect to this Agreement, the transactions  contemplated hereby,
or actions relating thereto,  or any taken or agreed to be taken by SPSS), based
upon  information or advice provided in writing to Quantime by KPMG Peat Marwick
LLP,  would  prevent SPSS from  accounting  for the business  combination  to be
effected hereby as a pooling of interests.  Quantime has provided information as
requested to KPMG Peat Marwick LLP regarding  Quantime's  ability to qualify for
pooling  of  interests  accounting  relating  to the  transactions  contemplated
hereunder including, without limitation, the amounts and timing of salary, bonus
and other  payments made by Quantime  during 1995,  1996 and 1997.  The Quantime
Insiders  presently  believe that the condition  precedent  contained in Section
11.5 hereof will be satisfied.

         5.42 Material  Misstatements or Omissions.  To the best of the Quantime
Insiders'  knowledge,  no  representation  or warranty by either Quantime or the
Quantime Insiders in this Agreement nor any documents, exhibits, certificates or
schedules  furnished to SPSS in connection with the closing of the  transactions
contemplated hereby, contains or will contain any untrue statement of a material
fact,  or omits or will omit to state any  material  fact  necessary to make the
statements or facts  contained  therein not misleading as of the date when made.
The copies of all  documents  furnished to SPSS  hereunder are true and complete
copies of the originals thereof in all material respects.

         5.43 Qualification of Representations.  Each of the representations and
warranties  in this  Article V are  qualified  and  supplemented  by each of the
schedules hereto.

         5.44  Knowledge.  As used in this  Article  V,  the  terms  "know"  and
"knowledge"  mean: (i) the actual knowledge of each of the Quantime  Insiders as
to such  facts or  matters,  (ii)  such  facts or  matters  of which  any of the
Quantime  Insiders have become aware in the ordinary course of performing  their
duties for  Quantime,  including  through  investigations  made by the  Quantime
Insiders in the ordinary  course of performing  their duties for  Quantime,  and
(iii) such other facts or matters as reasonably should have been known by Edward
Ross, Norman

                                     - 28 -





Grunbaum or Richard  Kottler under all relevant  circumstances  considering  his
involvement in the affairs of Quantime.


                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF SPSS

         SPSS represents and warrants to Quantime and the Quantime  Shareholders
as follows:

         6.1  Organization  and  Qualification.   SPSS  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has the corporate  power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.

         6.2  Authority.  The execution  and delivery of this  Agreement and the
consummation of the transactions  contemplated hereby have been duly and validly
authorized by SPSS and, no other  corporate  proceedings on the part of SPSS are
necessary  to  authorize  this  Agreement  or  to  consummate  the  transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered by SPSS and constitute legal, valid and binding agreements of SPSS.

         6.3 Consents and Approvals.  There is no authorization,  consent, order
or approval of, or notice to or filing with, any  individual or entity  required
to be  obtained  or given  in order  for  SPSS to  consummate  the  transactions
contemplated hereby and fully perform its obligations hereunder.

         6.4 Absence of Conflicts.  The execution,  delivery and  performance by
SPSS of this Agreement (including,  without limitation,  the offering,  issuance
and  sale  of the  Acquisition  Stock)  and  the  consummation  by  SPSS  of the
transactions  contemplated hereby will not, with or without the giving of notice
or the lapse of time, or both, (i) violate any provision of law,  statute,  rule
or regulation to which SPSS is or was subject,  (ii) violate any order, judgment
or decree which is or was  applicable to SPSS or (iii)  conflict with, or result
in a breach or  default  under,  any term or  condition  of the  Certificate  of
Incorporation  or By-Laws of SPSS or any agreement or other  instrument to which
SPSS is a party or by which SPSS is bound.

         6.5  Capitalization.  The authorized  capital stock of SPSS consists of
50,000,000  shares of Common Stock, of which,  as of the date hereof,  7,774,357
shares were issued and  outstanding  and  9,463,472  shares would be issued on a
fully  diluted  basis upon the  exercise  of all  outstanding  options and other
rights to acquire Common Stock of SPSS. All the issued and outstanding shares of
Common  Stock are validly  issued,  fully paid and  nonassessable.  There are no
options,  warrants or other rights, agreements or commitments obligating SPSS to
issue shares of its capital stock except for stock options to purchase shares of
Common Stock  pursuant to various SPSS option plans and  agreements and employee
rights to purchase Common Stock pursuant to SPSS' employee stock purchase plans.

                                     - 29 -






         6.6 Reports and Financial Statement.  SPSS has filed all forms, reports
and other disclosure  documents required to be filed with the SEC since December
31,  1996  including:  (i) Annual  Report on Form 10-K for the fiscal year ended
December 31, 1996, (ii) its Quarterly Reports on Form 10Q for the quarters ended
March 31 and June 30, 1997; (iii) definitive proxy statement for the 1997 annual
meeting of stockholders of SPSS; and (iv) each other report or document provided
generally to the  stockholders  of SPSS since December 31, 1996, or incorporated
by reference in public filings by SPSS since such date  (collectively  the "SPSS
Reports").  As of their  respective  dates,  each SPSS Report (i) complied as to
form in all material respects with the applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  and (ii) to the best of
SPSS'  knowledge,  did  not on the  date  of  filing  or the  date  as of  which
information  is set forth  therein,  contain any untrue  statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made,  not  misleading.  The audited and unaudited  consolidated  financial
statements of SPSS (the "SPSS Financial Statements") included or incorporated by
reference into such SPSS Reports have been prepared in accordance with generally
accepted  accounting  principles applied in a consistent basis (except as may be
indicated  therein or in the notes  thereto)  and fairly  present the  financial
position of SPSS and its consolidated subsidiaries, as of the dates thereof, and
the  results of their  operations  and  changes in  financial  position  for the
periods then ended subject, in the case of the unaudited  financial  statements,
to  normal  year-end  adjustments  which  are not  materially  adverse.  SPSS is
currently  eligible  to  register  the  resale of the SPSS  Common  Stock by the
Quantime Shareholders with the SEC on Form S-3.

         6.7  Litigation  and  Administrative  Proceedings.  There is no  claim,
action,   suit,   proceeding  or  investigation  in  any  court  or  before  any
governmental or regulatory authority pending or, to the best of SPSS' knowledge,
threatened  against or affecting SPSS or which seeks to enjoin or obtain damages
in respect of the transactions  contemplated  hereby. SPSS does not know or have
any reason to know of any basis for any such claim, action, suit,  proceeding or
investigation.

         6.8 Brokers and  Finders.  Neither  SPSS nor its  officers,  directors,
employees,  affiliates,  associates  or family  members has employed any broker,
finder or investment  banker,  who is entitled to be  compensated  in connection
with this Agreement or the transactions contemplated hereby.

         6.9  Acquisition  Stock.  The  Acquisition  Stock,  when  delivered  in
accordance with this Agreement, shall be duly authorized,  validly issued, fully
paid and nonassessable.

         6.10 Pooling of Interests Accounting. SPSS has consulted with KPMG Peat
Marwick LLP, as its independent  auditors,  regarding the ability to qualify for
pooling  of  interests  accounting  relating  to the  transactions  contemplated
hereunder. Such auditors have not stated to SPSS any material doubt that pooling
of  interests  accounting  will be available  with  respect to the  transactions
contemplated hereunder.  SPSS believes that the condition precedent contained in
Section 11.5 hereof will be satisfied.

                                     - 30 -






         6.11  Dividends and  Distributions.  From December 31, 1996 to the date
hereof, SPSS has not declared or paid any dividends on any shares of its capital
stock nor has it made any other payments or distributions to its stockholders.

         6.12 NASDAQ Authorization.  The SPSS Common Stock to be issued pursuant
to this  Agreement  will, on the date  required by NASDAQ,  be registered on the
NASDAQ Stock Market's National Market, subject to official notice of issuance.

         6.13  Material  Misstatements  or  Omissions.  To  the  best  of  SPSS'
knowledge,  the SPSS Reports,  together with the private placement memorandum to
be delivered to the  Shareholders by SPSS in connection with this Agreement,  do
not as of the date  hereof,  and will not, as of the Closing  Date,  contain any
untrue statement of a material fact, or omit any material fact necessary to make
the  statements or facts  contained  therein not  misleading as of the date when
made.

         6.14  Knowledge.  As used in this  Article  VI,  the terms  "know"  and
"knowledge" mean: (i) the actual knowledge of each of the Executive  Officers of
SPSS as to such facts or matters, (ii) such facts or matters of which any of the
Executive  Officers  of  SPSS  have  become  aware  in the  ordinary  course  of
performing their duties for SPSS,  including through  investigations made by the
Executive Officers of SPSS in the ordinary course of performing their duties for
SPSS, and (iii) such other facts or matters as reasonably should have been known
by the Executive Officers of SPSS under all relevant  circumstances  considering
their involvement in the affairs of SPSS.


                                   ARTICLE VII

                              INTENTIONALLY OMITTED


                                  ARTICLE VIII

                     COVENANTS OF THE QUANTIME SHAREHOLDERS

         The Quantime Shareholders, jointly and severally, covenant as follows:

         8.1 Consents and Approvals. The Quantime Shareholders, individually and
on  behalf  of  Quantime,  agree  to use all  reasonable  efforts  to  make  all
registrations,  filings  and  applications,  and give all notices and obtain all
governmental and other consents,  approvals, orders,  qualifications and waivers
necessary  for the  consummation  of the  transactions  contemplated  by, or the
performance  by  Quantime  and  the  Quantime   Shareholders  of  any  of  their
obligations under, this Agreement,  or which may become reasonably  necessary or
desirable in connection  with any of the foregoing,  in each case upon terms and
conditions  reasonably  satisfactory  to SPSS  and  its  counsel.  The  Quantime
Shareholders waive any pre-

                                     - 31 -





emption  rights and rights of first  refusal in relation to the Shares,  whether
under the Articles of Association of Quantime or otherwise.

         8.2  Closing  Returns.  To  the  extent  Closing  Returns  (hereinafter
defined) are required under the laws of the United States or the United Kingdom,
the Quantime Shareholders will cooperate with SPSS to file on a timely basis all
income tax returns of Quantime  and  Subsidiary  due after the Closing  Date and
attributable to periods ending on or before the Closing Date,  including without
limitation,  United  States  federal  and state and  United  Kingdom  income tax
returns for the short period ending on the Closing Date (the "Closing Returns").
SPSS shall  direct the  preparation  and filing of the Closing  Returns,  to the
extent same are so required;  provided,  however, that the Quantime Shareholders
shall be  responsible  for  paying  any  taxes to the  extent  of the  indemnity
therefor.

         8.3      Access to Information.

         (a) The  Quantime  Insiders,  individually  and on behalf of  Quantime,
shall allow SPSS to have complete  access at all reasonable  times to Quantime's
officers,  employees,  agents, properties,  books and records, and shall furnish
SPSS all financial,  operating and other data and  information as SPSS,  through
its officers, employees or agents, may reasonably request.

         (b) No investigation  pursuant to this Section 8.3 shall affect, add to
or subtract from any  representations  or  warranties  or the  conditions to the
obligations of the parties hereto to effect the Acquisition.

         8.4 Cost of Shares.  Upon request by SPSS,  the  Quantime  Shareholders
will provide SPSS with information relating to, and including, the consideration
paid  by the  Quantime  Shareholders  for  the  Shares  owned  by  the  Quantime
Shareholders at the time of acquisition of such Shares.

         8.5 Further  Assurances.  The Quantime  Shareholders shall from time to
time,  at the  request  of SPSS and  without  further  cost or  expense to SPSS,
execute and deliver such other documents and take such other actions as shall be
reasonably  necessary  or  appropriate  to  consummate  fully  the  transactions
contemplated hereby.

         8.6  Documents.  The Quantime  Shareholders,  and each of them, and the
Quantime  Insiders,  and each of them,  shall not  circulate or  distribute,  to
England  or  otherwise,   this  Agreement  and  the  related  private  placement
memorandum and documents attached thereto and made a part hereof and thereof, to
any person who is a resident or domiciled in the United Kingdom.

         8.7 Power of Attorney.  Pending the entry of SPSS onto Quantime's share
register,  each of the Quantime  Shareholders  will grant to SPSS an irrevocable
power of

                                     - 32 -





attorney  to exercise  all rights  relating to the Shares to the same extent and
with the same effect as if SPSS had been entered on such share register.


                                   ARTICLE IX

                                COVENANTS OF SPSS

         SPSS covenants as follows:

         9.1 Retention of Records.  After the Closing Date, SPSS will retain all
of  Quantime's  and  Subsidiary's  books  and  records  in their  possession  in
accordance  with SPSS' policies for retention of its own books and records,  and
upon reasonable notice and during SPSS' regular business hours and at reasonable
intervals,  will provide the Quantime Shareholders,  and their respective agents
and  representatives  designated  in writing,  access to such books and records,
concerning periods prior to the Closing Date.

         9.2  Further  Assurances.  SPSS  shall  from time to time  execute  and
deliver such other  documents and take such other actions as shall be reasonably
necessary or  appropriate  to  consummate  fully the  transactions  contemplated
hereby.

         9.3  Release  of  Guarantee.  SPSS  shall use  commercially  reasonable
efforts  to  secure  the  release  of  Edward  Ross  from his  guarantee  of the
obligations  of Quantime  with respect to the mortgage loan obtained by Quantime
to finance the acquisition of real property located at 67 Maygrove Road, London;
provided,  however,  in the event SPSS is unable to secure  such  release,  SPSS
shall  indemnify  Edward Ross with respect to his  obligations  thereunder.  The
Quantime  Shareholders shall cooperate with SPSS in SPSS' efforts to secure such
release.

         9.4 Sales  Tax.  SPSS  shall use  commercially  reasonable  efforts  to
collect from Quantime customers previously  uncollected New York state sales and
use tax and other previously  uncollected state sales and use tax where Quantime
is not currently in compliance.

         9.5 Cooperation-Audits.  In connection with the preparation of returns,
audit  examinations and any administrative or judicial  proceedings  relating to
tax liabilities  imposed on Quantime or the Subsidiaries (or either of them) for
pre-Closing  periods,  SPSS and the Quantime  Insiders will cooperate fully with
each other,  SPSS shall promptly notify the Quantime  Insiders of any inquiries,
claims or  assessments,  audits  or  similar  events  with  respect  to taxes in
relation  to  pre-Closing  periods.  SPSS  shall  have  exclusive  authority  to
represent  the  interests of Quantime and the  Subsidiaries  with respect to any
proceeding  before  any  taxing  authority  or any court and shall have the sole
right to extend or waive the statute of limitations  and to control the defense,
compromise or resolution  of any Quantime tax matters.  However,  SPSS shall not
enter into any settlement of any contest or otherwise  compromise any issue that
affects or may affect the tax liability of the Quantime Insiders

                                     - 33 -





with respect to any pre-Closing  period without the prior written consent of the
Quantime Insiders,  which consent shall not be unreasonably withheld. SPSS shall
allow the  Quantime  Insiders  to  observe  any  proceeding  and shall  keep the
Quantime Insiders reasonably  informed with respect to the commencement,  status
and nature of any  Quantime  tax  matters.  SPSS  shall in good faith  allow the
Quantime Insiders to make comments to SPSS regarding the conduct of or positions
taken in any such proceeding.


                                    ARTICLE X

                                MUTUAL COVENANTS

         Each of the parties hereto covenants as follows:

         10.1  Confidentiality.  Except as otherwise required by law or judicial
or administrative  proceedings,  including  proceedings between the parties with
respect to the  transactions  contemplated  hereby,  and then only to the extent
specifically  required by such proceedings,  and except for public announcements
on the advice of counsel,  each of the parties  agrees not to (i)  disclose  any
Confidential  Information (defined hereinbelow) of any other party, or the terms
of this  Agreement,  to any  individual  or entity  (other  than its  directors,
officers,  employees,  agents  and  representatives  with a need  to  know  such
Confidential  Information in order to consummate the  transactions  contemplated
hereby and then only if reasonable steps are taken with such parties to preserve
the  confidentiality  thereof) or (ii) use any Confidential  Information for any
purpose  other than,  with  respect to SPSS  operating  the  acquired  business.
"Confidential  Information" shall mean any secret or confidential information of
the  software  business  of  Quantime  or SPSS,  including,  but not limited to,
customer information,  financial information,  technical information, details or
information  concerning contracts,  trade secrets,  marketing information or any
other  data,  information  or  proprietary  information  of or  relating  to the
software  business  of  Quantime  or SPSS or any  affiliate  thereof,  or  their
respective products or services. No obligations shall exist under this Agreement
with respect to Confidential  Information that (i) is publicly known at the time
of the  disclosure or becomes  publicly known through no wrongful act or failure
of Quantime,  the Quantime  Shareholders  or SPSS,  (ii) is disclosed by a third
party which does not have a confidential  relationship with either Quantime, the
Quantime  Shareholders  or SPSS,  and which was  rightfully  acquired by a third
party,  or (iii) is legally  compelled to be  disclosed  pursuant to a subpoena,
summons,  order or other  judicial or  governmental  process,  provided that the
parties hereto provide  prompt notice of any such  subpoena,  summons,  order or
other judicial or governmental process to such other parties of the Confidential
Information, so as to allow the parties an opportunity to oppose such process.

         10.2  Consistent Tax  Reporting.  The parties agree for tax purposes to
report  the  transactions  contemplated  by this  Agreement,  and to  treat  any
subsequent related transactions or items, in a manner consistent in all respects
with the terms and provisions of this

                                     - 34 -





Agreement.  Each party shall cooperate with the other parties as appropriate for
all relevant  tax purposes  relating to the  transactions  contemplated  by this
Agreement.

         10.3  Cooperation.  The  parties  agree  to  cooperate  for  all  other
reasonable  purposes  after the Closing,  including with respect to any audit by
any taxing  authority  of any of the income tax or other tax returns of Quantime
or Subsidiary.

         10.4 Non-U.K.  Offering.  The parties hereto acknowledge and agree that
no offer or sale of securities  under this Agreement shall be made in the United
Kingdom.


                                   ARTICLE XI

             CONDITIONS TO OBLIGATIONS OF THE QUANTIME SHAREHOLDERS

         The  obligations  of  the  Quantime   Shareholders  to  consummate  the
transactions  contemplated  hereby is subject to the satisfaction on or prior to
the Closing Date of the following conditions:

         11.1  Representations  and  Warranties.  SPSS  shall  certify  that the
representations  and  warranties of SPSS shall be true and accurate on and as of
the  Closing  Date  with the same  effect  as though  such  representations  and
warranties had been made on and as of such date.

         11.2  Performance.  SPSS shall have performed in all material  respects
all covenants and agreements required by this Agreement to be performed by it on
or before the Closing Date.

         11.3 Filings;  Consents:  Waiting Periods. All registrations,  filings,
applications,  notices, transfers,  consents, approvals, orders, qualifications,
waivers and other actions listed on Schedule 6.3 hereto or otherwise required of
any persons or governmental  authorities or private  agencies in connection with
the consummation of the transactions contemplated by and the performance by SPSS
of its obligations under this Agreement shall have been made or obtained and all
applicable waiting periods shall have expired or been terminated.

         11.4 No Injunction.  At the Closing Date, there shall be no injunction,
restraining  order or decree of any nature of any court or governmental  body in
effect  which  restricts  or  prohibits  the  consummation  of the  transactions
contemplated by this Agreement.

         11.5  Pooling.  No  action  shall  have  been  taken by any  government
authority or any statute,  rule,  regulation or order,  promulgated or issued by
any  governmental  authority,  or any  proposal  made for any such action by any
governmental  authority which is reasonably  likely to be put into effect,  that
would prevent SPSS from accounting for the transactions  contemplated  hereunder
as a pooling of interests.

                                     - 35 -






         11.6 Legal  Opinion.  The  Quantime  Insiders  shall have  received the
written opinion,  dated the Closing Date, of Ross & Hardies substantially in the
form attached hereto as Exhibit B.

         11.7 Median Closing Price.  The median  per-share  closing price of the
Common Stock during the 20-day  period  immediately  preceding  the Closing Date
shall be 24-1/2 or greater.


                                   ARTICLE XII

                        CONDITIONS TO OBLIGATIONS OF SPSS

         The  obligation of SPSS to  consummate  the  transactions  contemplated
hereby is subject to the  satisfaction  on or prior to the  Closing  Date of the
following conditions:

         12.1  Representations  and  Warranties.  The  Quantime  Insiders  shall
certify as of the Closing Date that the  representations  and  warranties of the
Quantime  Insiders shall be true and accurate on and as of the Closing Date with
the same effect as though such  representations  and warranties had been made on
and as of such date.

         12.2 Performance. The Quantime Shareholders shall have performed in all
material respects all covenants and agreements  required by this Agreement to be
performed by it on or before the Closing Date.

         12.3 Filings:  Consents;  Waiting Periods. All registrations,  filings,
applications,  notices, transfers,  consents, approvals, orders, qualifications,
waivers and other actions of any kind listed on Schedule 5.5 hereto or otherwise
required  of any  persons or  governmental  authorities  or private  agencies in
connection with the  consummation of the  transactions  contemplated by, and the
performance  by the  Quantime  Shareholders  of  their  obligations  under  this
Agreement  shall have been made or obtained and all applicable  waiting  periods
shall have expired or been  terminated,  in each case upon terms and  conditions
reasonably satisfactory to SPSS.

         12.4 No  Litigation.  No  action,  suit or  proceeding  shall have been
instituted by any person or entity, or threatened by any governmental  agency or
body,  before  a  court  or  governmental  body,  to  restrain  or  prevent  the
consummation  of the  transactions  contemplated  by, or the  performance by the
Quantime  Shareholders of their obligations under, this Agreement or which seeks
other relief with respect to any of such  transactions or which could reasonably
be expected to have a materially  adverse effect on the  businesses,  results of
operations,  assets,  financial  condition or  prospects  of either  Quantime or
Subsidiary. At the Closing Date, there shall be no injunction, restraining order
or decree of any  nature of any court or  governmental  agency or body in effect
which restrains or prohibits the consummation of the  transactions  contemplated
by this Agreement.

                                     - 36 -






         12.5 Legal Opinion. SPSS shall have received the written opinion, dated
the  Closing  Date,  of  Thompson  Hine & Flory LLP,  substantially  in the form
attached hereto as Exhibit C.

         12.6 Due Diligence Investigation.  SPSS shall have no duty to close the
transactions contemplated hereby if:

                  (a) any one of the following  shall have a net negative effect
of $250,000 or more and the Quantime  Insiders  have not cured such net negative
effect to a level below  $250,000  before the Closing Date,  provided,  however,
that any such lower amount shall be included in the  aggregate  amount set forth
in Section  12.6(b)  hereof:  (i) the net  negative  impact of current  customer
cancellations  which have a revenue  impact on Quantime's  budget;  (ii) the net
negative impact of customer  cancellations  reasonably  expected to occur in the
future;  (iii)  the  aggregate  of  uncollectible  accounts  receivable,  net of
reserves; (iv) the aggregate of unexpected expenses not identified on Quantime's
budget for fiscal year 1998;  (v)  operating  income for the most recent  period
available at the Closing Date as compared to  Quantime's  budget for fiscal year
1998;  or (vi) any  single  breach of a  representation,  warranty  or  covenant
contained in this Agreement; or

                  (b)  the  total  of all  breaches  of the  Quantime  Insider's
representations,  warranties or covenants contained herein plus the net negative
impact of items (i), (ii),  (iii),  (iv) and (v) in  Subparagraph  12.6(a) above
shall have an  aggregate  of  $500,000 or more in  negative  effect,  net of any
positive effects not reflected on Quantime's  budget, and Quantime has not cured
such net negative effect to a level below $500,000 before the Closing Date; or

                  (c)  the  tax  accruals  reflected  in  Quantime's   financial
statements  for fiscal year 1996/1997  (other than amounts  relating to New York
state and other state sales and use taxes and state income taxes where  Quantime
is not in  compliance,  and interest and  penalties  relating  thereto up to and
including  March 31, 1997),  are at least $100,000 lower than the amount of such
accruals that should have been made.

         12.7  Pooling.  SPSS shall have  received  from KPMG Peat Marwick LLP a
letter dated as of the Closing Date, in form and substance reasonably acceptable
to SPSS,  and stating  that the  transactions  to be effected  hereunder  may be
accounted for as a pooling of interests by SPSS for purposes of its consolidated
financial   statements  under  generally  accepted  accounting   principles  and
applicable  SEC  rules  and  regulations.  No action  shall  have been  taken by
Quantime,  the Quantime  Shareholders,  any government authority or any statute,
rule, regulation or order,  promulgated or issued by any governmental authority,
or any proposal made for any such action by any governmental  authority which is
reasonably likely to be put into effect, that would prevent SPSS from accounting
for the transactions contemplated hereunder as a pooling of interests.

         12.8  Affiliates  and  Certain  Stockholders.  (a) Prior to the Closing
Date, the  Quantime  Insiders  shall  deliver  to  SPSS a letter identifying all
persons who are "affiliates" of

                                     - 37 -





Quantime   for   purposes   of   applicable    interpretations   regarding   the
pooling-of-interests  method of accounting.  The Quantime Insiders shall use its
best  efforts  to cause  each such  person to deliver to SPSS on or prior to the
Closing Date a written agreement substantially in the form attached as Exhibit D
hereto.  If the  Acquisition  would otherwise  qualify for  pooling-of-interests
accounting  treatment,  shares of SPSS Common Stock issued to such affiliates of
Quantime in exchange for Shares of Quantime shall not be transferable until such
date as financial results covering at least thirty (30) days of post-Acquisition
combined  operations of SPSS and Quantime have been published within the meaning
of Section  201-01 of the SEC's  Codification  of Financial  Reporting  Policies
(such  date  is  hereinafter  referred  to  as  the  "Earnings  Release  Date"),
regardless  of whether each such  affiliate  has provided the written  agreement
referred to in this  Section  12.8,  except to the extent  permitted  by, and in
accordance with, Accounting Series Release 135 and Staff Accounting Bulletins 65
and 76. Any  Shares of SPSS held by such  affiliates  shall not be  transferable
prior to the Earnings  Release Date,  regardless of whether each such  affiliate
has provided the written  agreement  referred to in this Section  12.8,  if such
transfer,  either alone or in the aggregate with other  transfers by affiliates,
would  preclude  SPSS'  ability to account for the  business  combination  to be
effected by the  Acquisition  as a pooling of interests.  The Quantime  Insiders
shall not cause or permit  Quantime to register the transfer of any  certificate
representing  capital  stock  of  Quantime,  unless  such  transfer  is  made in
compliance  with the foregoing.  Except as provided in Section 4.1 hereof,  SPSS
shall  not be  required  to  maintain  the  effectiveness  of  any  registration
statement under the Securities Act for the purposes of resale of the SPSS Common
Stock by such affiliates.

         12.9 Delivery. At the Closing, the documents referenced in Article XIII
shall be delivered to SPSS.

         12.10 Median Closing Price. The median  per-share  closing price of the
Common Stock during the 20-day  period  immediately  preceding  the Closing Date
shall be 37-1/2 or less.

         12.11 Meeting of Quantime Board of Directors.  SPSS shall have received
minutes of  Quantime's  board of  directors  with  respect to a meeting  held in
accordance  with  applicable  law and  Quantime's  Articles of  Association  and
Memorandum of  Association  at which meeting such persons as SPSS  nominates are
appointed additional directors,  the stock transfers referred to in Section 13.1
hereof are approved  (subject to stamping) and the  resignations  referred to in
Section 13.7 are approved.


                                     - 38 -


                                  ARTICLE XIII

                               CLOSING DELIVERIES

         The following deliveries shall be made at the Closing:

         13.1 Delivery of Share  Certificates and Stock Transfers.  The Quantime
Shareholders  shall  deliver to SPSS bearer  warrants in respect of the Warrants
(as well as endorsements of the Warrants,  as required),  the share certificates
and related signed stock transfers in respect of the other Shares.

         13.2  Delivery of Deed of Covenant  and other  Closing  Documents.  The
Quantime  Shareholders  shall  deliver to SPSS the executed Deed of Covenant and
Stock  Pledge and Escrow  Agreement,  and all other  instruments  and  documents
required hereunder.

         13.3 Legal Opinions.  The Quantime Insiders shall cause to be delivered
to SPSS the written legal opinion of Thompson Hine & Flory LLP, in substantially
the form  attached  hereto as  Exhibit C. SPSS shall  cause to be  delivered  to
Quantime the written legal opinion of Ross & Hardies,  in substantially the form
attached hereto as Exhibit B.

         13.4 Consents. The Quantime Insiders shall deliver to SPSS all consents
and  approvals  required in  connection  with the  performance  by the  Quantime
Shareholders  of their  respective  obligations  under  this  Agreement  and the
consummation  by the  Quantime  Shareholders,  Quantime  and  Subsidiary  of the
transactions contemplated hereby and thereby. SPSS shall deliver to Quantime all
consents and approvals  required in connection  with the  performance by SPSS of
its  obligations  under  this  Agreement  and  the  consummation  by SPSS of the
transactions contemplated hereby and thereby.

         13.5 Closing  Certificates.  The Quantime  Insiders shall  deliver,  or
cause to be delivered,  to SPSS such closing  certificates and documents as SPSS
and its counsel shall  reasonably  request.  SPSS shall deliver,  or cause to be
delivered,  to Quantime such closing  certificates and documents as Quantime and
its counsel shall reasonably request.

         13.6 Charter: Good Standing  Certificates.  The Quantime Insiders shall
cause to be delivered to SPSS Quantime's  Memorandum of Association,  as amended
to the  Closing  Date,  and as  filed  with  the  United  Kingdom  Registrar  of
Companies, as well as from each other jurisdiction in which Quantime is required
to be qualified.  The Quantime  Insiders  shall cause  Subsidiary to deliver its
Certificate of Incorporation certified by the Secretary of State of the State of
Delaware,  as well as good standing and tax certificates (to the extent such tax
certificates are issued from such jurisdictions generally) from the Secretary of
State of the States of Delaware and Ohio, and each other  jurisdiction  in which
Subsidiary  is  incorporated  and qualified to do business.  Mexican  Subsidiary
shall  deliver  Articles of  Incorporation  (or its  equivalent as issued in the
jurisdiction of its  incorporation),  certified by the appropriate  authority in
the  jurisdiction  of its  incorporation,  as  well  as  good  standing  and tax
certificates  (or their  equivalent)  (to the extent such tax  certificates  are
issued from such jurisdiction  generally),  and from each other  jurisdiction in
which  Mexican  Subsidiary  is  qualified  to do  business.  SPSS shall  deliver
Articles of  Incorporation  certified by the  Secretary of State of the State of
Delaware,  as well as good standing and tax  certificates  from the Secretary of
State of the States of Delaware and Illinois.


                                     - 39 -





         13.7 Resignations of Quantime's Officers and Directors. SPSS shall have
received such  resignations from such officers and directors of Quantime and the
Subsidiaries  as  SPSS  shall  request,  under  seal  and in  such  form as SPSS
reasonably  requires,  confirming  that they have no claim  against  Quantime or
Subsidiary in any form whatsoever  excluding claims for compensation in ordinary
course of business, operative as of the Closing Date.

         13.8 Covenant Not To Compete.  The Quantime  Insiders shall execute and
deliver to SPSS  Covenants  Not To Compete in  substantially  the form  attached
hereto as Exhibit E.

         13.9 Company  Records.  Quantime's  Insiders  shall deliver to SPSS the
statutory  books,  books of account and  documents of record of Quantime and the
Subsidiaries,  complete  and up to date,  and their  certificates  and common or
corporate  seals,  the title deeds to all real estate  owned by Quantime and the
Subsidiaries  (or any of them),  the documents of title  relating to investments
owned by each of them,  the current  checkbooks  of each of them,  together with
current  statements of all bank accounts and the appropriate  forms to amend, in
such manner as SPSS  requires,  the  mandates  given to the relevant  bank,  and
written  confirmation  from the Quantime  Insiders  that there are no subsisting
guarantees given by Quantime or the Subsidiaries (or either of them) in favor of
the Quantime  Insiders and that,  after complying with the succeeding  sentence,
none of the Quantime  Insiders will be indebted to Quantime or the  Subsidiaries
(or either of them).  The  Quantime  Shareholders  shall  repay,  or cause to be
repaid,  all amounts owing on the Closing Date to Quantime and the  Subsidiaries
from the  directors of any of them and from the Quantime  Shareholders,  whether
due for payment or not.

         13.10 Unconditional  Consent of Directors.  The Quantime Insiders shall
deliver to SPSS,  in form and  substance  reasonably  satisfactory  to SPSS,  an
unconditional   consent  in  writing  of  all  the   directors  of  Quantime  in
substantially the form attached hereto as Exhibit F.

         13.11  Resolutions  of Certain  Quantime  Shareholders.  Each  Quantime
Shareholder  that is not an individual or is not acting  individually and on his
or her own  behalf,  shall  execute and  deliver to SPSS  certified  resolutions
authorizing  the  execution and delivery by such  Quantime  Shareholder  of this
Agreement and the documents  related  thereto,  and performance by such Quantime
Shareholder of the transactions contemplated hereby and thereby.

          13.12 Further  Assurances.  Each party shall  deliver,  or cause to be
delivered,  all other documents required to be delivered by it at the Closing to
the other  party and shall take all other  actions  which the other  parties may
reasonably  determine  necessary or appropriate in order to consummate fully the
transactions contemplated hereby.

                                     - 40 -





                                   ARTICLE XIV

                          SURVIVAL AND INDEMNIFICATION

         14.1  Survival  of  Representations  and  Warranties:   Covenants.  All
representations and warranties  contained herein or made in writing by any party
in connection  herewith  shall survive the Closing Date until the earlier of the
first  anniversary  of the Closing Date or the Audit Release Date. All covenants
contained herein shall survive until performed fully.

         14.2     Indemnification.

         (a) Subject to and as modified by  Sections  14.2(b) and  14.2(c),  the
Quantime  Insiders  agree to indemnify and hold SPSS and its  affiliates and the
respective officers, directors, employees, agents and representatives of each of
the foregoing  (collectively,  the "Representatives")  harmless from and against
65.548%  any  and  all  costs,  expenses,  losses,  claims,  damages,  interest,
penalties,  fines,  liabilities  and  obligations  whenever  arising or incurred
(including,   without   limitation,   amounts  paid  in  settlement,   costs  of
investigation  and attorneys'  fees and expenses)  (individually,  a "Loss," and
collectively,  "Losses")  arising  out of or  relating  to (i) any breach of any
representation  or  warranty  made by the  Quantime  Insiders  and (A) set forth
herein or in any related schedule or (B) set forth in any closing certificate or
other document entered into or delivered by the Quantime  Insiders in connection
with this  Agreement and  identified in Article XIII hereto;  (ii) any breach of
any covenant, obligation or agreement of the Quantime Insiders contained in this
Agreement,  or set forth in any closing  certificate or other  document  entered
into or  delivered  in  connection  with this  Agreement;  (iii) any  fraudulent
representation  or  intentional  misrepresentation  on the part of the  Quantime
Insiders;  notwithstanding  the  foregoing,  in the  event of any such  fraud or
misrepresentation  by any Quantime  Insider,  the Quantime Insider who committed
same shall indemnify the Representatives with respect thereto, and the remaining
Quantime  Insiders,  provided  they did not directly or  indirectly  commit such
acts, shall not be liable under this Section  14.2(A)(iii),  and (iv) successful
assertion  by  any  third  party  of  rights  relating  to  the  conception  and
development  of  the  Intellectual  Assets  on  behalf  of  either  Quantime  or
Subsidiary,  the  failure  of  either  Quantime  or  Subsidiary  to  hold  full,
effective, exclusive and original ownership of all intellectual property thereby
arising,  or the  failure of either  Quantime  or  Subsidiary  to have  received
executed  appropriate  instruments of assignment,  in full force and effect,  in
favor of  either  Quantime  or  Subsidiary,  as  assignee,  conveying  to either
Quantime  or  Subsidiary  full,   effective  and  exclusive   ownership  of  all
intellectual property thereby arising; (v) any and all tax liability of Quantime
associated with or resulting from Quantime's  prior actions relating to payments
in kind and  independent  contractors;  and (vi) any tax liability or obligation
asserted  against  Quantime or SPSS and arising out of or related to tax periods
ending on or prior to the fiscal year ended March 31, 1997 or  Quantime's or the
Quantime Insiders' actions or omissions.

         (b)  Subject  to  Section  14.2(c),  the  Quantime  Insiders  agree  to
indemnify and hold SPSS and its affiliates and Representatives harmless from and
against any and all Losses

                                     - 41 -





relating to (i) any Taxes of or incurred  by  Quantime  for any taxable  year or
other period up to and including the fiscal year ended March 31, 1996;  (ii) any
New York State sales and use taxes,  other state sales and use taxes and related
state income taxes where Quantime is not in  compliance,  interest and penalties
on the foregoing  for periods up to and  including  March 31, 1997 to the extent
that 65.548% of such  amounts  exceed  $262,192,  net of the tax benefit of such
state sales and use taxes,  interest and penalties (excluding the tax benefit on
65.548% of the first  $163,870 of such expense);  (iii) any Taxes,  interest and
penalties  assessed  against  Quantime  with  respect  to  payments  made  to an
independent   contractor  or  consultant  of  Quantime,  if  such  payments  are
recharacterized  by any taxing authority as payments made by Quantime in respect
of an  employment  relationship  with  Quantime,  except for any taxes  owing in
respect of the National Health  Insurance of England;  and (iv) the disallowance
of any  deductions  taken by Quantime in relation to any Plan.  For  purposes of
Subparagraph  14.2(a)(vi)  or  this  Subparagraph  14.2(b),  in the  case of any
taxable period  beginning before and ending after the Closing Date, for purposes
of determining the amount of liability for Taxes  attributable to the portion of
the  taxable  period  ending on or before the Closing  Date:  (A) in the case of
sales,  use,  payroll or excise  Taxes or Taxes based upon or related to income,
such portion of the taxable period shall be deemed to be a separate taxable year
and the  Shareholders'  liability shall include actual  liability of Quantime as
well as the impact on Quantime of disallowances  and loss of Reliefs,  and shall
be  determined by taking into account all items of income,  gain,  consideration
for  supplies  of goods  and  services,  loss,  deduction  or  credit on a basis
consistent  with that  employed in  preparing  the federal  income tax return of
Quantime for the taxable year ending on the Closing Date and the relevant  state
or local tax return for prior  years,  and (B) in the case of other  Taxes,  the
Quantime Insiders' liability shall equal a pro-rata portion of the liability for
taxes (which shall include actual liability of Quantime as well as the impact on
Quantime of  disallowances  or loss of reliefs)  for the entire  taxable  period
based on the  ratio of the  number of days from the  beginning  of such  taxable
period  through the Closing  Date to the total  number of days  included in such
taxable period.

         (c) The aggregate of all indemnities to be provided to SPSS pursuant to
this Article XIV (an "Indemnification Payment") shall not exceed an amount equal
to ten percent  (10%) of the Total  Shares  (the "Cap") and any  Indemnification
Payment to be made to SPSS shall be satisfied solely out of the Escrowed Shares.
Except as otherwise  specifically  set forth herein,  the indemnity  provided in
this Agreement  shall not apply until the cumulative  amount of all Losses shall
exceed $65,548 in the aggregate (the "Basket").  If the Basket is exceeded, SPSS
shall be entitled  to the excess,  if any, of the full amount of all such claims
over the Basket, subject to the Cap.  Notwithstanding the foregoing,  the Basket
and the Cap shall not apply to the  indemnities  provided in this  Agreement for
breach  of any  confidentiality  obligation  contained  herein  or in any  other
closing document, or any fraud, willful misconduct, gross negligence or criminal
action  on the part of  Quantime,  and  notwithstanding  anything  contained  or
implied in this Agreement,  the indemnity  obligations set forth herein above in
this sentence shall survive the Closing without limitation except as provided by
the applicable  statute of limitations  (including any extension of said statute
of  limitations);  provided,  however,  that  the Cap  shall  not  apply  to any
liability under

                                     - 42 -





Subparagraph  14.2(b)(ii)  (although  the Basket  shall apply to such  liability
under  Subparagraph  14.2(b)(ii)),  and the indemnity  obligations  set forth in
Subparagraph  14.2(b)(ii)  shall  survive  the  Closing  for a period  of twelve
months.  In addition,  the indemnity  provided for in  Subparagraph  14.2(b)(ii)
shall be paid with SPSS Common Stock valued at the closing  price of SPSS Common
Stock on  September  30, 1997,  to the extent  Quantime  Shareholders  hold such
stock, otherwise in cash. Indemnification Payments to be made hereunder relating
to tax  liabilities  of Quantime  shall be paid to SPSS in amounts equal to such
liability, subject to the terms hereof.

         (d) The Quantime  Insiders  shall have no  indemnification  obligations
with  respect to tax amounts  attributable  to (i) the period from April 1, 1997
until the Closing Date, or (ii) the fiscal year ended March 31, 1997.

         (e) None of the information  supplied by Quantime or the  Subsidiaries,
or their  professional  advisors to the  Quantime  Shareholders  or the Quantime
Insiders, or their respective agents, representatives or advisors, in connection
with this Agreement,  the  representations  and warranties  (including,  without
limitation,  the contents of the schedules and exhibits hereto), or otherwise in
relation to the business or affairs of Quantime and the  Subsidiaries,  shall be
deemed  a  representation  as  to  the  accuracy  thereof  by  Quantime  or  the
Subsidiaries  (or either of them) to the Quantime  Shareholders  or the Quantime
Insiders  (or any of  them),  and the  Quantime  Shareholders  and the  Quantime
Insiders waive the claims against Quantime and the Subsidiaries which they might
otherwise have with respect thereto.

         14.3  Indemnification  by SPSS.  SPSS agrees to indemnify  and hold the
Quantime  Insiders and its affiliates and the  respective  officers,  directors,
employees, agents and representatives of each of the foregoing harmless from and
against any and all Losses relating to (i) any breach of any  representation  or
warranty of SPSS set forth  herein or in any related  schedule,  or set forth in
any closing  certificate or other document  entered into or delivered by SPSS in
connection with this Agreement;  (ii) any breach of any covenant,  obligation or
agreement of SPSS contained in this  Agreement or in any other closing  document
and (iii) any fraudulent representation or intentional  misrepresentation on the
part of SPSS,  unless the claim or cause of action with respect  thereto  arises
out of or is related  to  actions  or  omissions  of  Quantime  or the  Quantime
Insiders prior to the Closing Date. Any  indemnification  made by SPSS hereunder
shall be in SPSS Common Stock,  valued at the closing price of SPSS Common Stock
on September 30, 1997.

         14.4  Indemnification  Procedure.  (a) An indemnified  party under this
Article XIV shall give prompt written notice to the indemnifying party (when and
to the extent that the indemnified  party has actual  knowledge  thereof) of any
condition,  event or  occurrence  or the  commencement  of any  action,  suit or
proceeding  for  which  indemnification  may  be  sought,  and  through  counsel
reasonably  satisfactory  to the  indemnified  party,  shall  assume the defense
thereof or other  indemnification  obligation  with respect  thereto;  provided,
however, that any indemnified party shall be entitled to participate in any such
action,  suit  or  proceeding  with  counsel  of its own  choice  but at its own
expense; and provided, further, that

                                     - 43 -





any indemnified party shall be entitled to participate in any such action,  suit
or proceeding with counsel of its own choice at the expense of the  indemnifying
party,  if,  under  applicable  canons of ethics,  joint  representation  of the
indemnifying party and the indemnified party presents a conflict of interest.

         In any event,  if the  indemnifying  party  fails to assume the defense
within a reasonable time, the indemnified party may assume such defense or other
indemnification obligation and the reasonable fees and expenses of its attorneys
will be covered by the  indemnity  provided for  hereunder.  No action,  suit or
proceeding  for which  indemnification  may be sought  shall be  compromised  or
settled  in any  manner  which  might  adversely  affect  the  interests  of the
indemnifying  party without the prior written consent of the indemnifying  party
(which  shall  not  be  unreasonably  withheld);  provided,  however,  that  the
indemnified  party  may  settle  any  claim  or  cause  of  action  without  the
indemnifying  party's consent, but in such case the indemnifying party shall not
be required to reimburse the indemnified  party for its Losses except and to the
extent that the results of  arbitration,  conducted in  accordance  with Section
14.5  hereof,   determines  that  the  indemnifying  party  must  indemnify  the
indemnified party therefor. Notwithstanding anything in this Section 14.4 to the
contrary, the indemnifying party shall not, without the prior written consent of
the indemnified  party, (i) settle or compromise any action,  suit or proceeding
or  consent  to  the  entry  of  any  judgment  which  does  not  include  as an
unconditional  term  thereof the  delivery by the  claimant or  plaintiff to the
indemnified  party of a written  release  from all  liability in respect of such
action,  suit or  proceeding or (ii) settle or  compromise  any action,  suit or
proceeding  in  any  manner  that  may  materially  and  adversely   affect  the
indemnified  party  other  than as a result  of  money  damages  or other  money
payments.  The indemnifying party shall pay all expenses,  including  attorneys'
fees, that may be incurred by any  indemnified  party in enforcing the indemnity
provided for hereunder.

         (b) In the case of any proposed or actual assessment of tax liabilities
for which SPSS is  entitled to  indemnification  from the  Quantime  Insiders as
provided in Section  14.2(b),  SPSS shall give  written  notice to the  Quantime
Insiders as provided in subparagraph  (a) hereof and shall contest such proposed
or actual  assessment  through the  administrative  review or appeal  procedures
available under the relevant tax laws and regulations,  provided,  however, that
SPSS shall not be required to contest such proposed or actual  assessment unless
the Quantime  Insiders shall first provide an opinion of counsel or of a firm of
independent  outside auditors,  reasonably  acceptable to SPSS, stating that the
Quantime  Insiders have a reasonable  basis for their position.  SPSS shall keep
the Quantime  Insiders fully informed as to the progress of such contest.  If at
any point prior to the termination of the  administrative  review  process,  the
Quantime  Insiders  notify  SPSS in  writing  that they are  willing to accept a
settlement  proposed by the IRS or the Inland Revenue,  as the case may be, with
respect to such  proposed or actual  assessment  of tax  liabilities,  SPSS will
settle the  proposed or actual tax  assessment,  and SPSS shall  immediately  be
entitled to indemnification from the Quantime Insiders. If the Quantime Insiders
never elect to request SPSS to settle and such administrative  review process is
unsuccessful  at eliminating the proposed tax, SPSS shall be entitled to pay the
tax (and any penalties and interest) and be entitled to

                                     - 44 -





indemnification  from the Quantime Insiders;  provided,  that if within ten (10)
days of  receipt  from SPSS of notice  that it is paying the tax,  the  Quantime
Insiders  notify SPSS of their  desire to contest the  proposed or assessed  tax
deficiency  in the  courts,  the  Quantime  Insiders  shall be entitled to do so
provided  that (a) if the proposed or actual tax  deficiency is contested in tax
court,  the  Quantime  Insiders  shall pay from their own  sources any amount of
taxes,  penalties  and interest  determined to be due and (b) if the proposed or
actual tax deficiency is contested by suit for refund in any other court,  funds
shall be  provided  to SPSS and SPSS shall pay the tax and if the outcome of the
contest  determines  that the tax paid should be refunded,  such refund shall be
returned  to  the   Quantime   Insiders.   Any  contest   (whether   during  the
administrative  review process or otherwise) shall be conducted at the sole cost
and expense of the Quantime Insiders.

         14.5  Arbitration.  Any dispute as to any claims  under this  Agreement
shall  be  settled  by  arbitration  in  the   Wilmington,   Delaware  by  three
arbitrators,  one of whom shall be appointed by the  Quantime  Insiders,  one by
SPSS and the third of whom shall be appointed by the first two  arbitrators.  If
either  party  fails to  appoint  an  arbitrator  within 30 days of a request in
writing by the other party to do so or if the first two arbitrators cannot agree
on the appointment of a third  arbitrator  within 20 days of their  designation,
then such arbitrator  shall be appointed by the Chief Judge of the United States
District  Court for the  District of  Delaware.  Except as to the  selection  of
arbitrators  which  shall  be as set  forth  above,  the  arbitration  shall  be
conducted   promptly  and   expeditiously  in  accordance  with  the  commercial
arbitration  rules of the American  Arbitration  Association so as to enable the
arbitrators  to  render  an  award  within  90 days of the  commencement  of the
arbitration proceedings. Judgment upon the award rendered by the arbitrators may
be  entered  in  any  court  having  jurisdiction  thereof.  The  costs  of  the
arbitration and the arbitrator  shall be allocated as provided in the results of
the arbitration.

         14.6 Treatment as Adjustment of Purchase Price.  Any indemnity  payment
received by a party  hereunder shall be treated as an adjustment of the purchase
price.  However, in the event that the Internal Revenue Service,  Inland Revenue
or any other taxing authority determines that such indemnity payment constitutes
taxable gain or income to the indemnified  party, the  indemnifying  party shall
increase the amount otherwise required to be paid so that the indemnified party,
receives,  on an  after-tax  basis,  an amount equal to the amount it would have
received had the indemnity not resulted in taxable gain or income.

         14.7 Limited  Remedies.  SPSS shall have no cause of action against the
Shareholders  for matters  arising out of the sale to SPSS of Shares of Quantime
other than the contractual  remedies contained herein or in ancillary  documents
executed and delivered in connection with the transactions  contemplated hereby,
and claims  sounding  in fraud,  misrepresentation  under  United  States  laws,
equitable  estoppel and promissory  estoppel.  SPSS acknowledges that it has not
been  induced  to enter into this  Agreement  by any  representation,  warranty,
promise or  assurance  by the  Quantime  Insiders or any other person other than
those  specifically  contained  in  this  Agreement  or in  ancillary  documents
executed and delivered in connection with the transactions contemplated hereby.

                                     - 45 -






                                   ARTICLE XV

                        TERMINATION, AMENDMENT AND WAIVER

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

         (a)      by mutual consent of the parties hereto;

         (b) by the  Quantime  Insiders  or SPSS  if a  material  breach  of any
provision  of this  Agreement  has been  committed  by the other  party and such
breach is not waived by the nonbreaching party;

         (c) by SPSS, if the conditions set forth in Section XI hereof shall not
have  been  complied  with  or  performed  in  any  material  respect  and  such
noncompliance or  nonperformance  shall not have been cured or eliminated (or by
its nature cannot be cured or eliminated) by the Quantime  Insiders on or before
October 31, 1997; or

         (d) by the Quantime  Insiders,  if the  conditions set forth in Section
XII  hereof  shall not have been  complied  with or  performed  in any  material
respect and such  noncompliance or  nonperformance  shall not have been cured or
eliminated  (or by its nature cannot be cured or  eliminated)  by SPSS or before
October 31, 1997; or

         (e) by either SPSS or the Quantime  Insiders if the  Acquisition  shall
not have been  consummated  on or before  October 31, 1997 or such later date as
the parties hereto agree in writing.

         15.2  Effect  of  Termination.  In the  event  of  termination  of this
Agreement as provided  above,  this Agreement  shall  hereafter  become void and
there shall be no  liability or further  obligation  on the part of the Quantime
Shareholders  or SPSS or its  officers  or  directors,  except  as set  forth in
Section 10.1 and Section  16.3 and except that  nothing  herein will relieve any
party from liability for breach of this Agreement.


                                   ARTICLE XVI

                                  MISCELLANEOUS


         16.1  Amendment  and  Modification.  Subject to  applicable  law,  this
Agreement may be amended,  modified and supplemented by written agreement of the
parties.  In addition,  at any time prior to Closing Date, the Quantime Insiders
may, but only with the prior  approval of SPSS,  amend the  schedules  hereto to
reflect any matter that occurs or is discovered by any of them subsequent to the
date of this Agreement.

                                     - 46 -






         16.2 Waiver of Compliance.  Any failure of the Quantime Shareholders on
the one hand, or SPSS, on the other, to comply with any obligation herein may be
expressly waived hereunder, but such waiver shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Any waiver must be in
writing and duly executed by the appropriate parties.

         16.3 Expenses.  Whether or not the  transactions  contemplated  by this
Agreement  shall be  consummated,  the  parties  hereto  agree that all fees and
expenses  incurred by the Quantime  Shareholders,  on the one hand, and SPSS, on
the other,  in connection with this Agreement,  and the  transactions  and other
actions contemplated thereby or taken in connection therewith, shall be borne by
the Quantime  Shareholders  (and Quantime  shall have no liability for such fees
and expenses), and by SPSS,  respectively,  including,  without limitation,  all
fees of counsel and accountants;  provided, however, that SPSS agrees to pay the
fees  incurred by KPMG Peat  Marwick LLP for any  required  audit of  Quantime's
financial  statements,  or supplementary  procedures  required for SEC reporting
purposes, as well as the fees charged by Ernst & Young relating to its review of
Quantime's liability for New York and other state sales tax. Payment of the fees
and expenses incurred by the Quantime  Shareholders not to exceed $163,870 shall
be made by SPSS and the Total Shares shall be reduced in accordance with Section
1.3 hereof.

         16.4 Notices. All notices,  requests,  demands and other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given when  delivered  by hand or by facsimile  transmission  (receipt
confirmed), one day after being sent by recognized overnight courier or delivery
service,  freight  prepaid,  or five  days  after  being  mailed,  certified  or
registered mail, postage prepaid, return receipt requested:

         (a)      If to the Quantime Insiders to:

                           Edward Ross
                           c/o Thompson Hine & Flory LLP
                           312 Walnut, 14th Floor
                           Cincinnati, Ohio  45202-4029
                           Attention:  Michael Oestreicher, Esq.
                           Facsimile No.:  (513) 241-4771


                           Richard Kottler
                           Grangewood, Seven Hills Close
                           Walton-on-Thames
                           Surrey KT12 4DE
                           ENGLAND

                                     - 47 -





                           Norman Grunbaum
                           7 Northdene Gardens
                           London  NI5 6LX
                           ENGLAND


                           Louis Davidson
                           7 Roughlands
                           Pyrford
                           Surrey GU22 8PT
                           ENGLAND

                           with a copy to:

                           Thompson Hine & Flory LLP
                           312 Walnut, 14th Floor
                           Cincinnati, Ohio 45202-4029
                           Attention: Michael Oestreicher, Esq.
                           Facsimile No.:  (513) 241-4771

If to the Quantime  Shareholders,  to the  addresses  set forth on the signature
pages  hereof,  or to such other person or address as the Quantime  Shareholders
shall  furnish to SPSS in writing by notice given in the manner set forth in (a)
above.

         (b)      If to SPSS, to:

                           SPSS Inc.
                           444 North Michigan Avenue
                           Chicago, Illinois 60611
                           Attention: Mr. Edward Hamburg
                           Facsimile No.:  (312) 329-3558

                           with a copy to:

                           Ross & Hardies
                           150 North Michigan Avenue, Suite 2500
                           Chicago, Illinois 60601
                           Attention: T. Stephen Dyer, Esq.
                           Facsimile No.:  (312) 750-8600

or to such  other  person or  address  as SPSS  shall  furnish  to the  Quantime
Insiders in writing by notice given in the manner set forth above.


                                     - 48 -





         16.5 Assignment.  This Agreement and all of the provisions hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights,  interests or obligations  hereunder  shall be assigned by any of
the parties  hereto  without  the prior  written  consent of the other  parties,
except by  operation  of law and  except  that SPSS may  assign  its  rights and
obligations  under this  Agreement to any other entity  wholly owned by SPSS. If
such assignment  shall be made by SPSS, the assignee shall be entitled to all of
the rights and shall assume all of the obligations of SPSS hereunder,  provided,
that SPSS shall remain liable for and guarantee the performance of such entity's
obligations  under this  Agreement and shall issue to the Quantime  Shareholders
the SPSS Common Stock as provided herein.

         16.6 Publicity.  Neither the Quantime  Shareholders nor SPSS shall make
or issue, or cause to be made or issued,  any announcement or written  statement
concerning  this  Agreement  or  the   transactions   contemplated   hereby  for
dissemination  to the general  public,  without the prior written consent of the
other parties,  nor shall the Quantime  Shareholders cause or permit Quantime to
do so. This provision shall not apply,  however,  to any announcement or written
statement  required to be made by law, the  regulations  of any federal or state
governmental  agency or any stock  exchange,  except that the party  required to
make such announcement shall, whenever practicable, consult with the other party
concerning the timing and content of such announcement  before such announcement
is made.

         16.7  Headings.  The  Article and Section  headings  contained  in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of this Agreement.

         16.8  Severability.  If  any  provision  of  this  Agreement  shall  be
determined  to be contrary  to law and  unenforceable  by any court of law,  the
remaining provisions shall be severable and enforceable in accordance with their
terms.

         16.9 Governing  Law. This Agreement  shall be governed by and construed
in  accordance  with the laws of the State of  Delaware,  without  regard to its
conflicts of law doctrine. The parties hereto expressly submit themselves to the
non-exclusive  jurisdictions of the State and Federal Courts of Illinois for the
resolution  of any disputes  which may arise under or with respect to compliance
with this Agreement.

         16.10  Counterparts.  This Agreement may be executed  simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         16.11 Third  Parties.  Nothing herein shall be construed to confer upon
or give to any party  other  than the  parties  hereto and their  successors  or
permitted assigns, any rights or remedies under or by reason of this Agreement.


                                     - 49 -





         16.12 References to Laws. References to particular statutes within this
Agreement,  to the extent such references  relate to laws other than the laws of
the United States or any particular  State thereof,  are intended to refer,  and
shall be construed as referring, to laws of the United Kingdom.

         16.13 Entire  Agreement.  This  Agreement,  including  the Exhibits and
Schedules  hereto,  sets forth the entire  agreement  and  understanding  of the
parties hereto in respect of the subject matter contained herein, and supersedes
all prior agreements, covenants,  representations or warranties, whether oral or
written, by any party hereto.

         16.14  Trustees.  To the  extent  signatories  hereto are  trustees  or
attorneys-in-fact,  the  parties  acknowledge  and agree that such  persons  are
executing and  delivering  this  Agreement  and  consummating  the  transactions
contemplated   hereby   solely  in  their   capacity   as  such   trustees   and
attorneys-in-fact  and not  individually,  and further,  that said  trustees and
attorneys-in-fact shall have no personal liability in connection therewith. With
respect  to  Shareholders  which are  trusts or  foundations,  claims  under the
Agreement  are  limited to trust  assets  and the  Shares  held under the Escrow
Agreement and no claims will be made against the trustees, attorneys-in-fact and
officers  acting in their capacity as such. The provisions of this Section 16.14
shall  apply  with  equal  force to and shall be deemed  to be  incorporated  by
reference in all ancillary  documents  signed by signatories who are trustees or
attorneys-in-fact and who execute any ancillary documents in connection with the
transactions contemplated by this Agreement.

         16.15  Authority of Edward Sherman Ross Trust. As to the Edward Sherman
Ross Trust, SPSS is relying on a letter,  dated of even date herewith,  that the
trustees have full power and authority to enter into this Agreement and to carry
out the transactions  contemplated  thereby,  and as to Joya, SPSS is relying on
certified  resolutions  of the  Secretary  of Joya with respect to the power and
authority of Joya to enter into this Agreement and to carry out the transactions
contemplated thereby.

         16.16  Investment in the Common Stock.  As of the Closing Date, each of
the  Quantime  Shareholders  (as to himself  or herself  and not as to any other
Quantime  Shareholder):  (i) has received and carefully  reviewed  copies of the
SPSS  Reports  (hereinafter  defined);  (ii) has  evaluated,  and/or  his or her
business,  tax and/or  other legal  advisors  have  evaluated  and advised  such
Quantime Shareholder as to the merits,  disadvantages and risks of an investment
in  SPSS  Common  Stock;   (iii)  acknowledges  that,  in  reliance  upon  these
representations,  SPSS is not  registering the issuance of the SPSS Common Stock
under the Act prior to the Closing Date; (iv)  acknowledges that the SPSS Common
Stock may not be resold  except in a transaction  which is registered  under the
Act or which is exempt from such  registration  requirements  and that SPSS will
cause a legend setting forth such  restrictions to be placed on each certificate
representing  the SPSS Common Stock and will make  appropriate  notations in its
records  and the  records  of its  transfer  agent  with  respect  thereto;  (v)
recognizes the  speculative  nature of the SPSS Common Stock and is able to bear
the economic risk of the  investment he or she is making in SPSS Common Stock by
reason of

                                     - 50 -





the  transactions  contemplated  by this  Agreement;  (vi) is acquiring the SPSS
Common Stock for his or her own account,  as principal,  for investment purposes
only and without a view to the resale,  transfer or other  distribution  thereof
except in a sale  registered  under the Act or in a transaction  exempt from the
registration  requirements of the Act; (vii)  acknowledges  that the Acquisition
Stock of SPSS being acquired pursuant to the terms of this Agreement  represents
an investment in the business of SPSS, and that SPSS has made no representations
or warranties  with respect to the future  business  performance  of SPSS or the
price of its Common Stock;  and (viii) has been afforded an  opportunity  to ask
questions and receive answers  concerning SPSS and its operations,  business and
financial condition,  the SPSS Common Stock and the terms and conditions of this
Agreement and has received any additional  information  concerning  SPSS and its
operations,  business and  financial  condition,  the SPSS Common Stock and this
Agreement that such Quantime Shareholder has reasonably requested.


                                     - 51 -





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first written above.


SPSS:

SPSS INC., a Delaware corporation



By:_______________________________
         Name:
         Title:


THE QUANTIME INSIDERS:



__________________________________           _________________________________
EDWARD ROSS                                  RICHARD KOTTLER



__________________________________           _________________________________
NORMAN GRUNBAUM                              LOUIS DAVIDSON










THE QUANTIME SHAREHOLDERS:


THE EDWARD SHERMAN ROSS TRUST                JOYA CHARITABLE FOUNDATION


By:______________________________            By:______________________________
   Name:                                        Name:
   Title:                                       Title:


Address:_________________________            Address:_________________________

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



INTERNATIONAL SERVICES S.A.


By:______________________________            _________________________________
    Name:                                    VALERIE GRIFFIN
    Title:                                   Address:_________________________

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

Address:_________________________

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



_________________________________            _________________________________
JONI ORGEL                                   EARL WARDALLY
                                             Address:_________________________
Address:_________________________                    _________________________

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





                                     - 53 -







_________________________________            _________________________________
SHARON JORDAN                                JOHN TAGGART

Address:_________________________            Address:_________________________

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



_________________________________            _________________________________
ANDI PERETZ                                  GWEN SMITH

Address:_________________________            Address:_________________________

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



_________________________________            _________________________________
WES FROST                                    J. MARINELLI

Address:_________________________            Address:_________________________

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



_________________________________
PETER DA COSTA

Address:_________________________

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





                                     - 54 -





                                TABLE OF CONTENTS


ARTICLE I         TERMS OF PURCHASE AND SALE..................................2
         1.1      Purchase and Sale of the Shares.............................2
         1.2      Closing.....................................................2
         1.3      Payment of Purchase Price...................................2
         1.4      Tax and Accounting..........................................3

ARTICLE II        SHAREHOLDERS' REPRESENTATIVE................................3
         2.1      Designation of Shareholders' Representative.................3
         2.2      Authorization of Shareholders' Representative...............3
         2.3      Replacement of Shareholders' Representative.................3
         2.4      Decisions of Shareholders' Representative...................3
         2.5      Agreements Regarding Shareholders' Representative...........3
         2.6      Fees of Shareholders' Representative........................4
         2.7      No Personal Liability.......................................4

ARTICLE III       ESCROW......................................................5
         3.1      Escrow......................................................5
         3.2      Escrowed Shares.............................................5

ARTICLE IV        SECURITIES MATTERS..........................................5
         4.1      Registration of SPSS Common Stock...........................5
         4.2      Sales of SPSS Common Stock by the Shareholders..............7
         4.3      Registration Expenses.......................................7
         4.4      Restricted Stock............................................7
         4.5      Indemnification; Contribution...............................8
         4.6      Additional Obligations of SPSS.............................10
         4.7      Reports Under the Exchange Act.............................11

ARTICLE V         REPRESENTATIONS AND WARRANTIES OF THE QUANTIME
                  INSIDERS...................................................11
         5.1      Organization and Qualification.............................11
         5.2      Authority..................................................12
         5.3      Capitalization.............................................13
         5.4      [Intentionally omitted.]...................................14
         5.5      Consents and Approvals.....................................14
         5.6      Absence of Conflicts.......................................14
         5.7      Financial Statements:  Accounts Receivable.................14
         5.8      Absence of Undisclosed Liabilities.........................15
         5.9      Absence of Certain Changes or Events.......................15
         5.10     [Intentionally omitted.]...................................16
         5.11     Real and Personal Property; Inventories....................16

                                      - i -





         5.12     Patents, Trademarks, Etc...................................17
         5.13     Rights of Employees with Respect to Certain Intellectual
                    Property.................................................18
         5.14     Contracts and Commitments..................................18
         5.15     Source Code................................................19
         5.16     Licenses and Royalties.....................................19
         5.17     Technical Documentation....................................20
         5.18     Third-Party Components in Software Programs................20
         5.19     Third-Party Interests or Marketing Rights in Software
                    Programs.................................................20
         5.20     Software Security Warranties...............................20
         5.21     Non-Infringement...........................................21
         5.22     Government Contracts.......................................21
         5.23     Product Warranties and Liabilities.........................21
         5.24     Insurance..................................................22
         5.25     Litigation and Administrative Proceedings..................22
         5.26     Tax Matters................................................22
         5.27     Compliance with Laws.......................................24
         5.28     Environmental and Safety Matters...........................24
         5.29     Employee Benefits..........................................25
         5.30     Licenses and Permits.......................................27
         5.31     Relations With Suppliers and Customers.....................27
         5.32     Interests in Competitors, Suppliers and Customers..........27
         5.33     Employment Matters.........................................28
         5.34     Discrimination:  Occupational Safety; Labor................28
         5.35     Related Transactions.......................................29
         5.36     Brokers and Finders........................................29
         5.37     Questionable Payments......................................29
         5.38     Books and Records..........................................29
         5.39     Bank Accounts; Safe Deposit Boxes..........................29
         5.40     Effect of Certificates.....................................29
         5.41     Accounting Matters.........................................30
         5.42     Material Misstatements or Omissions........................30
         5.43     Qualification of Representations...........................30
         5.44     Knowledge..................................................30

ARTICLE VI        REPRESENTATIONS AND WARRANTIES OF SPSS.....................30
         6.1      Organization and Qualification.............................30
         6.2      Authority..................................................31
         6.3      Consents and Approvals.....................................31
         6.4      Absence of Conflicts.......................................31
         6.5      Capitalization.............................................31
         6.6      Reports and Financial Statement............................31
         6.7      Litigation and Administrative Proceedings..................32
         6.8      Brokers and Finders........................................32
         6.9      Acquisition Stock..........................................32

                                     - ii -





         6.10     Pooling of Interests Accounting.............................32
         6.11     Dividends and Distributions.................................32
         6.12     NASDAQ Authorization........................................32
         6.13     Material Misstatements or Omissions.........................32
         6.14     Knowledge...................................................33

ARTICLE VII       INTENTIONALLY OMITTED.......................................33

ARTICLE VIII      COVENANTS OF THE QUANTIME SHAREHOLDERS......................33
         8.1      Consents and Approvals......................................33
         8.2      Closing Returns.............................................33
         8.3      Access to Information.......................................34
         8.4      Cost of Shares..............................................34
         8.5      Further Assurances..........................................34
         8.6      Documents...................................................34
         8.7      Power of Attorney...........................................34

ARTICLE IX        COVENANTS OF SPSS...........................................34
         9.1      Retention of Records........................................34
         9.2      Further Assurances..........................................35
         9.3      Release of Guarantee........................................35
         9.4      Sales Tax...................................................35
         9.5      Cooperation-Audits..........................................35

ARTICLE X         MUTUAL COVENANTS............................................35
         10.2     Consistent Tax Reporting....................................36
         10.3     Cooperation.................................................36

ARTICLE XI        CONDITIONS TO OBLIGATIONS OF THE QUANTIME
                  SHAREHOLDERS................................................37
         11.1     Representations and Warranties..............................37
         11.2     Performance.................................................37
         11.3     Filings; Consents: Waiting Periods..........................37
         11.4     No Injunction...............................................37
         11.5     Pooling.....................................................37
         11.6     Legal Opinion...............................................37

ARTICLE XII       CONDITIONS TO OBLIGATIONS OF SPSS...........................38
         12.1     Representations and Warranties..............................38
         12.2     Performance.................................................38
         12.3     Filings:  Consents; Waiting Periods.........................38
         12.4     No Litigation...............................................38
         12.5     Legal Opinion...............................................38
         12.6     Due Diligence Investigation.................................38

                                     - iii -





         12.7     Pooling.....................................................39
         12.8     Affiliates and Certain Stockholders.........................39
         12.9     Delivery....................................................40
         12.10    Median Closing Price........................................40

ARTICLE XIII      CLOSING DELIVERIES..........................................40
         13.1     Delivery of Share Certificates and Stock Transfers..........40
         13.2     Delivery of Deed of Covenant and other Closing Documents....41
         13.3     Legal Opinions..............................................41
         13.4     Consents....................................................41
         13.5     Closing Certificates........................................41
         13.6     Charter: Good Standing Certificates.........................41
         13.7     Resignations of Quantime's Officers and Directors...........41
         13.8     Covenant Not To Compete.....................................42
         13.9     Company Records.............................................42
         13.10    Unconditional Consent of Directors..........................42
         13.11    Resolutions of Certain Quantime Shareholders................42
         13.12    Further Assurances..........................................42

ARTICLE XIV       SURVIVAL AND INDEMNIFICATION................................42
         14.1     Survival of Representations and Warranties: Covenants.......42
         14.2     Indemnification.............................................43
         14.3     Indemnification by SPSS.....................................45
         14.4     Indemnification Procedure...................................45
         14.5     Arbitration.................................................47
         14.6     Treatment as Adjustment of Purchase Price...................47
         14.7     Limited Remedies............................................47

ARTICLE XV        TERMINATION, AMENDMENT AND WAIVER...........................48
         15.1     Termination.................................................48
         15.2     Effect of Termination.......................................48

ARTICLE XVI       MISCELLANEOUS...............................................48
         16.1     Amendment and Modification..................................48
         16.2     Waiver of Compliance........................................49
         16.3     Expenses....................................................49
         16.4     Notices.....................................................49
         16.5     Assignment..................................................50
         16.6     Publicity...................................................51
         16.7     Headings....................................................51
         16.8     Severability................................................51
         16.9     Governing Law...............................................51
         16.10    Counterparts................................................51
         16.11    Third Parties...............................................51

                                     - iv -




         16.12    References to Laws..........................................51
         16.13    Entire Agreement............................................51
         16.14    Trustees....................................................52
         16.15    Authority of Certain Quantime Shareholders..................52


                                      - v -