COMMON

STOCK PURCHASE AND SALE AGREEMENT




 




                This Common Stock

Purchase and Sale Agreement (the “Agreement”) is entered into as of this 17th

day of September, 2002 by and among META Group AG, a corporation organized

under the laws of Germany (the “Seller”), and the purchasers named in Exhibit

A hereto (collectively, the “Purchasers”).




 




                NOW, THEREFORE, in

consideration of the mutual covenants herein contained and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged

by the parties hereto, the Seller and the Purchasers, intending to be legally

bound hereby, agree as follows:




 




1.             Agreement

to Purchase and Sell. 

Subject to the terms and conditions of this Agreement, the Seller shall

sell to each Purchaser, and each Purchaser severally and not jointly shall

purchase, at the Closing (as defined below) that number of shares of common

stock, par value $.01 per share, of META Group, Inc. (the “Shares”) set forth

opposite such Purchaser’s name on Exhibit A hereto for the purchase

price of U.S.

dollars $2.74 per share  (such purchase price being equal to the

average closing bid price of the common stock, par value $.01 per share, of

META Group, Inc. for the five consecutive trading days ending on the day

immediately preceding the date hereof) and an aggregate purchase price set forth

opposite such Purchaser’s name on Exhibit A hereto (collectively, the

“Purchase Price”).  The closing (the

“Closing”) of the sale of the Shares by the Seller to the several Purchasers

shall be held at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High

Street, Boston, MA 02110 at 10:00A.M., Boston, MA, USA time, on September 17,

2002 (or such other date as mutually agreed in writing by all of the parties

hereto) (the “Closing Date”).  At the

Closing, the several Purchasers shall pay their respective portions of the

Purchase Price by wire transfer of immediately available funds (to the wire

address attached as Exhibit B hereto) or by delivery of a check payable

to the Seller (or a combination thereof), and the Seller will deliver

certificates representing the Shares to each Purchaser in the names and amounts

set forth on Exhibit A (collectively, the “Certificates”).  There will be no conditions to the Closing.




 




2.             Representations

and Warranties of the Purchasers.  Each Purchaser represents and warrants to the Seller, severally

and not jointly, on the date hereof and as of the Closing Date, as follows:




 




                (a)           Investment.  Such Purchaser is acquiring his, her or its

respective portion of the Shares for his, her or its own account, for

investment and not with a view to, or for sale in connection with, any

distribution thereof, nor with any present intention of distributing or selling

the same.




 




                (b)           Opportunity to Ask Questions;

Economic Risk.  Such Purchaser

realizes that the Shares will be a highly speculative investment, and Purchaser

is able, without impairing his, her or its financial condition, to hold the

Shares for an indefinite period of time and to suffer a complete loss of the

Shares. Such Purchaser has substantial

experience in evaluating and investing in securities of companies similar to

META Group, Inc., so that he, she or it is capable of evaluating the merits and

risks of his, her or its investment and has the capacity to protect his, her or

its own interests.  Such Purchaser must

bear the economic risk of an investment in the Shares indefinitely unless a

subsequent disposition thereof is registered pursuant to the Securities Act of

1933, as amended (the “Securities Act”), or an exemption from registration is

available.  Such Purchaser has had the

opportunity to ask questions of, and receive answers from, management of META

Group, Inc. concerning the Shares.  Such

Purchaser has made detailed inquiry concerning META Group, Inc. and its business

and personnel; the officers of META Group, Inc. have made available to such

Purchaser any and all written information that he, she or it has requested and

have answered to such Purchaser’s satisfaction all inquires made by him, her or

it.




 




 




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                (c)           No Registration of Shares; Legend.  Such Purchaser acknowledges that the Shares

to be purchased by him, her or it have not been registered under the Securities

Act and cannot be resold or otherwise disposed of unless the Shares are

subsequently registered under the Securities Act or unless an exemption from

such registration is available. 

Accordingly, each Certificate shall bear a legend substantially in the

following form:




 




THE SECURITIES

REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE,

SOLD TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS

UNDER SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN

OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.




 




Such Purchaser understands that

META Group, Inc. has no present intention of registering the Shares.  Such Purchaser also understands that there

is no assurance that any exemption from registration under the Securities Act

will be available and that, even if available, such exemption may not allow

such Purchaser to transfer all or any portion of the Shares, under the

circumstances, in the amounts or at the times such Purchaser might propose.




 




                (d)           Accredited Investor Status.  Such Purchaser is an “accredited investor”

as such term is defined in Rule 501(a) under the Securities Act.




 




                (e)           Binding Obligation.  This Agreement constitutes a valid and

binding obligation of such Purchaser, enforceable against such Purchaser in

accordance with its terms.




 




             3.             Representations

and Warranties of the Seller. 

The Seller hereby represents and warrants to the Purchasers, on the date

hereof and as of the Closing Date,  as follows:




 




                             (a)           Corporate Existence.  The Seller is a corporation duly

incorporated, validly existing and in good standing under the laws of Germany.




 




                             (b)           Authorization.  The execution, delivery and performance by

the Seller of this Agreement and the consummation by the Seller of the

transactions contemplated hereby are within the corporate power and authority

of the Seller and have been duly authorized by all necessary corporate

action.  This Agreement has been duly authorized,

executed and delivered by the Seller and constitutes a valid and binding

obligation of the Seller, enforceable against the Seller in accordance with its

terms.




 




                             (c)           Ownership

of Shares.  Seller is the sole

beneficial owner of the Shares and the Shares are free and clear of any liens

or encumbrances.  Seller has good and

marketable title to the Shares and the right and authority to sell, transfer,

assign and/or convey the Shares to the Purchasers.




 




4.             Miscellaneous.




 




(a)           Further

Acts.  Each of the parties hereto

covenants and agrees upon the request of the Seller (in the case of one or more

of the Purchasers) or the request of one or more of the Purchasers (in the case

of the Seller), to do, execute, acknowledge and deliver or cause to be done, 




 




 




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executed, acknowledged and delivered all such further acts, deeds,

documents, powers of attorney and assurances as may be reasonably necessary or

desirable to give full effect to this Agreement.




 




(b)           Confidentiality.  Except as may be otherwise required by law,

no party to this Agreement may, without the prior written consent of each and

every other party, make any public disclosure of the transactions contemplated

hereby until such information becomes generally publicly available other than

through a violation of this provision by any party or his, her or its agents.




 




(c)           Expenses;

Fees.  The Seller and the Purchasers

shall pay all of their own fees and expenses incurred in connection with this

Agreement and the transactions contemplated hereby, including, without

limitations, those of any agents, advisors or finders retained by any such

party.




 




(d)           Entire

Agreement; Amendment.  Any amendment

of this Agreement shall not be effective unless signed in writing by all

parties hereto.  This Agreement

supercedes any other agreement, whether written or oral, that may have been

made or entered into by the parties hereto relating to the matters contemplated

hereby, and constitutes the entire agreement by the parties.




 




(e)           Headings

and Captions.  Headings and captions

in this Agreement are for convenience only and shall not be considered a part

of this Agreement.




 




(f)            Successors

and Assigns.  This Agreement shall

inure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns.




 




(g)           Governing

Law.  This Agreement shall be

construed and interpreted according to the laws of the State of Delaware,

without giving effect to its principles of conflicts of laws.




 




(h)           Signature Pages.  This Agreement may be executed in any number of

counterparts, each of which shall be deemed an original, but all of which

together shall constitute one agreement. 

A document signed and transmitted by facsimile machine or telecopier

shall be treated as an original document and the signature of any party on such

document shall be considered as an original signature.




 




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LEFT BLANK INTENTIONALLY]




 




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IN WITNESS WHEREOF, this Agreement has been executed

by the parties hereto as of the day and year first above written.




 




 




	

  SELLER:


  	

   


  
	

   


  	

   


  
	

  META GROUP AG


  	

   


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Robert Whitmore


  
	

   


  	

  Name: Robert Whitmore


  
	

   


  	

  Title: General Manager META Group AG


  
	

   


  	

   


  
	

  PURCHASERS:


  	

   


  
	

   


  	

   


  
	

  ALFRED J. AND REGINA A.

  AMOROSO FAMILY TRUST


  
	

   


  	

   


  
	

  By:


  	

   /s/ Alfred

  J. Amoroso


  
	

   


  	

  Name: Alfred J. Amoroso


  
	

   


  	

  Title: Trustee for the

  Alfred J. Amoroso and Regina A. Amoroso Family Trust


  
	

   


  	

   


  
	

  ASHLEE R. AMOROSO TRUST


  	

   


  
	

   


  	

   


  
	

  By:


  	

    :  /s/ Alfred J. Amoroso 


  
	

   


  	

  Name: Alfred J. Amoroso


  
	

   


  	

  Title: Trustee for the

  Ashlee R. Amoroso Trust


  
	

   


  	

   


  
	

  APRIL A. AMOROSO TRUST


  	

   


  
	

   


  	

   


  
	

  By:


  	

    :  /s/ Alfred J. Amoroso 


  
	

   


  	

  Name: Alfred J. Amoroso


  
	

   


  	

  Title: Trustee for the April A. Amoroso Trust


  
	

   


  	

   


  
	

  ADAM J. AMOROSO TRUST


  	

   


  
	

   


  	

   


  
	

  By:


  	

    :  /s/ Alfred J. Amoroso 


  
	

   


  	

  Name: Alfred J. Amoroso


  
	

   


  	

  Title: 

  Trustee for the Adam J. Amoroso Trust


  
	

   


  	

   


  
	

  AUSTIN T. AMOROSO TRUST


  	

   


  
	

   


  	

   


  
	

  By:


  	

    :  /s/ Alfred J. Amoroso 


  
	

   


  	

  Name: Alfred J. Amoroso


  
	

   


  	

  Title: 

  Trustee for the Austin T. Amoroso Trust


  
			





 




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    /s/ Gayl W.

  Doster


  
	

  Gayl W. Doster


  
	

   


  
	

    /s/ Michael

  Simmons


  
	

  Michael Simmons


  





 




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Exhibit A




Schedule of Purchasers




 




	

  Name and

  Address of Purchaser


  	

   


  	

  No. of

  Shares


  	

   


  	

  Purchase

  Price


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Alfred J. and

  Regina A. Amoroso


  Family Trust


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Tax

  Identification Number: ###-##-####


  	

   


  	

  85,000


  	

   


  	

  $


  	

  232,900.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Ashlee R.

  Amoroso Trust


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Tax

  Identification Number: 94-6756251


  	

   


  	

  10,000


  	

   


  	

  $


  	

  27,400.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  April A. Amoroso

  Trust


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Tax

  Identification Number: 94-6756250


  	

   


  	

  10,000


  	

   


  	

  $


  	

  27,400.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Adam J. Amoroso

  Trust


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Tax

  Identification Number: 94-6756249


  	

   


  	

  10,000


  	

   


  	

  $


  	

  27,400.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Austin T.

  Amoroso Trust


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Tax

  Identification Number: 94-6756252


  	

   


  	

  10,000


  	

   


  	

  $


  	

  27,400.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Gayl W. Doster


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Social Security

  Number: ###-##-####


  	

   


  	

  10,000


  	

   


  	

  $


  	

  27,400.00


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Michael Simmons


  c/o META Group,

  Inc.


  208 Harbor Drive


  PO Box 120061


  Stamford,

  CT  06912-0061


  Social Security

  Number: ###-##-####


  	

   


  	

  20,000


  	

   


  	

  $


  	

  54,800.00


  	

   


  
								





 




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Exhibit B




 




Wire Instructions




 




 




	

  Beneficiary


  	

   


  	

  Beneficiary’s

  Bank


  	

   


  	

  Bank to

  Bank


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  


  Account # 155036917


  META Group AG


  Germany


  	

   


  	

  Swift  BHFBDEFF700


  Bank Berliner Handels-UND


  Frankfurter Bank


  Max-Joseph Stasse 6


  Munich 2,

  Germany 8000


  	

   


  	

  


  /ACC/BankCode:


  702 202 00


  	

   


  





 




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