EXHIBIT 10.4B


                              EXHIBIT A (of Plan)
                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

<TABLE>
<S>                                    <C>
____ Original Application              Check Your Enrollment Date:  _____ May 1, _____
____ Change in Payroll Deduction Rate                               _____ Nov 1, _____
____ Change of Beneficiary(ies)
</TABLE>

1.  ___________________________________________ hereby elects to participate in
    the NetIQ Corporation 1999 Employee Stock Purchase Plan (the "ESPP") and
    subscribes to purchase shares of the Company's Common Stock in accordance
    with this Subscription Agreement and the ESPP.

2.  I hereby authorize payroll deductions from each paycheck in the amount of
    ______% of my Compensation on each payday (from 1% to 15%) during the
    Offering Period in accordance with the ESPP. (Please note that no
    fractional percentages are permitted.)

3.  I understand that said payroll deduction shall be accumulated for the
    purchase of shares of Common Stock at the applicable Purchase Price
    determined in accordance with the ESPP. I understand that if I do not
    withdraw from an Offering Period, any accumulated payroll deductions will
    be used to automatically exercise my option.

4.  I have received a copy of the complete ESPP. I understand that my
    participation in the ESPP is in all respects subject to the terms of the
    Plan. I understand that my ability to exercise the option under this
    Subscription Agreement is subject to shareholder approval of the ESPP.

5.  Shares purchased for me under the ESPP should be issued in the name(s) of
    Employee or Employee and Spouse only.

6.  I understand that if I dispose of any shares received by me pursuant to the
    Plan within 2 years after the Enrollment Date (the first day of the
    Offering Period during which I purchased such shares) or one year after the
    Exercise Date, I will be treated for federal income tax purposes as having
    received ordinary income at the time of such disposition in an amount equal
    to the excess of the fair market value of the shares at the time such
    shares were purchased by me over the price which I paid for the shares. I
    hereby agree to notify the Company in writing within 30 days after the date
    of any disposition of my shares and I will make adequate provision for
    Federal, state or other tax withholding obligations, if any, which arise
    upon the disposition of the Common Stock. The Company may, but will not be
    obligated to, withhold from my compensation the amount necessary to meet
    any applicable withholding obligation including any withholding necessary
    to make available to the Company any tax deductions or benefits
    attributable to sale or early disposition of Common Stock by me. If I
    dispose of such shares at any time after the expiration of the 2-year and
    1-year holding periods, I understand that I will be treated for federal
    income tax purposes as having received income only at the time of such
    disposition, and that such income will be taxed as ordinary income only to
    the extent of an amount equal to the lesser of (1) the excess of the fair
    market value of the shares at the time of such disposition over the
    purchase price which I paid for the shares, or (2) 15% of the fair market
    value of the shares on the first day of the Offering Period. The remainder
    of the gain, if any, recognized on such disposition will be taxed as
    capital gain.

7.  I hereby agree to be bound by the terms of the ESPP. The effectiveness of
    this Subscription Agreement is dependent upon my eligibility to
    participate in the ESPP.

8.  In the event of my death, I hereby designate the following as my
    beneficiary(ies) to receive all payments and shares due me under the ESPP:


    ------------------------------------    -----------------------------------
    Name   (First)   (Middle)    (Last)     Address

    ------------------------------------    -----------------------------------
    Relationship


     Employee's Social Security Number:
                                       -------------------------------

     Employee's Address:
                                       -------------------------------

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:
      -----------------------        ------------------------------------------
                                     Signature of Employee


                                     ------------------------------------------
                                     Spouse's Signature (ONLY if beneficiary is
                                     other than spouse)

Fax to: Stock Services                              Mail To:  NetIQ Corporation
        (408) 856-1804                                           Stock Services
                                                        3553 North First Street
                                                             San Jose, CA 95134

<PAGE>


                              EXHIBIT B (of Plan)


                               NetIQ Corporation

                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


     The undersigned participant in the Offering Period of the NetIQ
Corporation Employee Stock Purchase Plan, which began on ____________, ______
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement.

                                   Please Print Name and Address of Participant:

                                   ________________________________

                                   ________________________________

                                   ________________________________


                                   Social Security Number:____________
                                   - OR -
                                   Country, if other than U.S:_________


                                   Signature:

                                   ________________________________

                                   Date:___________________________


Fax to:                                                                Mail to:
Stock Services                                                NetIQ Corporation
408-856-1804                                               Attn: Stock Services
                                                        3553 North First Street
                                                        San Jose, CA 95134  USA