Exhibit 10.1


                          GIGA INFORMATION GROUP, INC.
                    Amendment No. 2 to 1996 Stock Option Plan
                                September 8, 2000

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I.         The second literary paragraph of Section 16A shall be amended to
read as follows, effective immediately:

           "Notwithstanding the foregoing, (i) any spin-off of a division or
           subsidiary of the Company to its stockholders and (ii) any event
           listed in (a) through (e) above that the Board of Directors
           determines, in its sole discretion, not to be a Change in Control of
           the Company for purposes of this Plan, shall not constitute a Change
           in Control of the Company."

II.        The following paragraph shall be added to Section 16A of the Plan,
effective immediately, and shall be applicable to all Benefits heretofore or
hereafter granted pursuant to the Plan:

           "Notwithstanding any other provision of this Plan, if there is a
           Change in Control of the Company as defined above in this Section
           16A, without regard to any contrary determination by the Board of
           Directors hereunder (so that paragraph (ii) above shall not apply),
           any installments of then outstanding Benefits that would have vested
           and become exercisable within twelve (12) months following such
           Change in Control shall immediately vest and become exercisable and
           all performance targets relating to such Benefits shall be deemed to
           have been satisfied as of the time of such Change in Control."

III.       The fourth literary paragraph of Section 16A of the Plan shall be
amended to read as follows, effective immediately, and shall be applicable with
respect to all Benefits granted under the Plan from and after the date of this
amendment:

           "The Board of Directors, in its sole discretion, may determine that,
           upon the occurrence of a Change in Control of the Company (without
           regard to any contrary determination by the Board of Directors under
           paragraph (ii) above), each option outstanding hereunder shall
           terminate within a specified number of days after notice to the
           holder, and such holder shall receive with respect to each share of
           Common Stock that is subject to a stock option and is then vested, an
           amount equal to the excess of the fair market value of such shares of
           Common Stock immediately prior to the occurrence of such Change in
           Control over the exercise price per share of such stock option, such
           amount to be payable in cash, in one or more kinds of property
           (including the property, if any, payable in the transaction) or in a
           combination thereof, as the Board of Directors, in its sole
           discretion, shall determine. The provisions contained in the
           preceding sentence shall be inapplicable to a stock option granted
           within six (6) months before the occurrence of a Change in Control if
           the holder of such stock option is subject to the reporting
           requirements of Section 16 of the Exchange Act and no exception from
           liability under Section 16 of the Exchange Act is otherwise available
           to such holder."