META GROUP, INC.

             AMENDED AND RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN



Article 1 - Purpose.
-------------------

     This Amended and Restated 1995 Employee Stock Purchase Plan (the "Plan") is
intended to encourage stock  ownership by all eligible  employees of META Group,
Inc. (the "Company"), a Delaware corporation, and its participating subsidiaries
(as  defined in Article  17) so that they may share in the growth of the Company
by acquiring or increasing their proprietary  interest in the Company.  The Plan
is  designed  to  encourage  eligible  employees  to remain in the employ of the
Company and its participating  subsidiaries.  The Plan is intended to constitute
an "employee  stock  purchase  plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code").

Article 2 - Administration of the Plan.
--------------------------------------

     The Plan may be  administered  by a  committee  appointed  by the  Board of
Directors of the Company (the  "Committee").  The Committee shall consist of not
less  than two  members  of the  Company's  Board  of  Directors.  The  Board of
Directors  may from time to time  remove  members  from,  or add members to, the
Committee.  Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee may select one of its members as Chairman, and
shall hold  meetings  at such times and  places as it may  determine.  Acts by a
majority  of the  Committee,  or acts  reduced  to or  approved  in writing by a
majority  of the  members  of the  Committee,  shall  be the  valid  acts of the
Committee.

     The  interpretation  and construction by the Committee of any provisions of
the Plan or of any  option  granted  under it shall be final,  unless  otherwise
determined by the Board of Directors.  The Committee may from time to time adopt
such  rules  and  regulations  for  carrying  out the Plan as it may deem  best,
provided that any such rules and regulations shall be applied on a uniform basis
to all  employees  under the Plan.  No member of the Board of  Directors  or the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any option granted under it.

     In the event the Board of  Directors  fails to  appoint  or  refrains  from
appointing  a  Committee,  the  Board of  Directors  shall  have all  power  and
authority to administer the Plan. In such event, the word  "Committee"  wherever
used herein shall be deemed to mean the Board of Directors.

     Each member of the Committee  shall be a  "disinterested  director,"  i.e.,
except as otherwise permitted under Section 16(b) of the Securities Exchange Act
of 1934 (the "Exchange Act") and paragraph  (c)(2)(i) of Rule 16b-3  thereunder,
no member of the  Committee  shall be  granted,  nor  shall  have been  granted,
"equity  securities"  (within  the  meaning  of  17C.F.R. 240.16a-1(d))
pursuant  to the Plan or any other plan of the Company or its  "affiliates" (as
defined in the Exchange Act) at any time during the period  commencing  with the
date which is one year after date on which his service on the Committee  ceases.
Notwithstanding the preceding sentence, (i) the grant or award of such an equity
security to a member of the Committee prior to the date of the  effectiveness of
the Company's  initial  registration  statement under Section 12 of the Exchange
Act shall not cause the Committee member to fail to be "disinterested," and (ii)
a member of the Committee  may receive stock options under the META Group,  Inc.
1995 Non-Employee Director Stock Option Plan.

Article 3 - Eligible Employees.
------------------------------

     All employees of the Company or any of its participating subsidiaries whose
customary  employment  is more than twenty (20) hours per week and for more than
five (5) months in any calendar year shall be eligible to receive  options under
the Plan to purchase  common  stock of the Company,  and all eligible  employees
shall have the same rights and  privileges  hereunder.  Persons who are eligible
employees on the first business day of any Payment Period (as defined in Article
5) shall  receive  their  options as of such day.  Persons  who become  eligible
employees  after any date on which  options are granted  under the Plan shall be
granted options on the first day of the next succeeding  Payment Period on which
options are granted to eligible employees under the Plan.  Directors who are not
employees  of the Company  shall not be eligible to receive  options  under this
Plan.  In no  event,  however,  may an  employee  be  granted  an option if such
employee,  immediately after the option was granted,  would be treated as owning
stock possessing five percent (5%) or more of the total combined voting power or
value of all  classes of stock of the  Company or of any parent  corporation  or
subsidiary  corporation,  as the  terms  "parent  corporation"  and  "subsidiary
corporation"  are defined in Section 424(e) and (f) of the Code. For purposes of
determining stock ownership under this paragraph, the rules of Section 424(d) of
the  Code  shall  apply,  and  stock  which  the  employee  may  purchase  under
outstanding options shall be treated as stock owned by the employee.

Article 4 - Stock Subject to the Plan.
-------------------------------------

     The stock  subject  to the  options  under the Plan  shall be shares of the
Company's  authorized but unissued common stock,  par value $0.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company,  including
shares purchased in the open market. The aggregate number of shares which may be
issued  pursuant to the Plan is 375,000,  subject to  adjustment  as provided in
Article 12. If any option  granted  under the Plan shall expire or terminate for
any reason  without  having been exercised in full or shall cease for any reason
to be exercisable in whole or in part, the  unpurchased  shares subject  thereto
shall again be available under the Plan.

Article 5 - Payment Period and Stock Options.
--------------------------------------------

     The  first  Payment  Period  during  which  payroll   deductions   will  be
accumulated  under the Plan shall  commence  on January 1, 1996 and shall end on
June 30, 1996.  For the remainder of the duration of the Plan,  Payment  Periods
shall  consist of the six-month  periods  commencing on January 1 and July 1 and
ending on December 31 and June 30 of each calendar year.

     Twice each year,  on the first  business  day of each Payment  Period,  the
Company will grant to each eligible  employee who is then a  participant  in the
Plan an option to purchase on the last day of such Payment Period, at the Option
Price hereinafter  provided for, a maximum of 750 shares, on condition that such
employee remains eligible to participate in the Plan throughout the remainder of
such Payment Period. The participant shall be entitled to exercise the option so
granted only to the extent of the participant's  accumulated  payroll deductions
on the last day of such Payment Period. If the participant's accumulated payroll
deductions on the last day of the Payment Period would enable the participant to
purchase more than 750 shares except for the 750 share limitation, the excess of
the amount of the accumulated  payroll  deductions  over the aggregate  purchase
price of the 750 shares  shall be promptly  refunded to the  participant  by the
Company,  without  interest.  The Option Price per share for each Payment Period
shall be the lesser of (i) 85% of the average  market  price of the Common Stock
on the first  business  day of the  Payment  Period and (ii) 85% of the  average
market price of the Common Stock on the last business day of the Payment Period,
in either  event  rounded up to avoid  fractions of a dollar other than 1/4, 1/2
and 3/4. The foregoing  limitation on the number of shares subject to option and
the Option Price shall be subject to adjustment as provided in Article 12.

     For purposes of the Plan, the term "average market price" on any date means
(i) the average (on that date) of the high and low prices of the Common Stock on
the principal national  securities exchange on which the Common Stock is traded,
if the Common Stock is then traded on a national  securities  exchange;  or (ii)
the last  reported  sale price (on that date) of the Common  Stock on the Nasdaq
Stock  Market,  if the Common Stock is not then traded on a national  securities
exchange;  or (iii) the average of the closing bid and asked  prices last quoted
(on  that  date)  by  an  established  quotation  service  for  over-the-counter
securities,  if the Common Stock is not reported on the Nasdaq Stock Market;  or
(iv) if the Common  Stock is not publicly  traded,  the fair market value of the
Common Stock as determined by the Committee after taking into  consideration all
factors which it deems appropriate,  including, without limitation,  recent sale
and offer prices of the Common Stock in private transactions negotiated at arm's
length.

     For  purposes  of the Plan,  the term  "business  day" means a day on which
there is trading  on the  Nasdaq  Stock  Market or the  aforementioned  national
securities   exchange,   whichever  is  applicable  pursuant  to  the  preceding
paragraph.

     No employee shall be granted an option which permits the  employee's  right
to purchase stock under the Plan,  and under all other Section  423(b)  employee
stock purchase  plans of the Company and any parent or subsidiary  corporations,
to accrue at a rate which  exceeds  $37,500 of fair  market  value of such stock
(determined  on the date or dates that  options on such stock were  granted) for
each calendar year in which such option is  outstanding at any time. The purpose
of the limitation in the preceding  sentence is to comply with Section 423(b)(8)
of the Code. If the participant's accumulated payroll deductions on the last day
of the Payment Period would otherwise  enable the participant to purchase Common
Stock in excess of the Section 423(b)(8) limitation described in this paragraph,
the  excess  of the  amount  of the  accumulated  payroll  deductions  over  the
aggregate  purchase  price of the shares  actually  purchased  shall be promptly
refunded to the participant by the Company, without interest.

Article 6 - Exercise of Option.
------------------------------

     Each eligible employee who continues to be a participant in the Plan on the
last day of a Payment Period shall be deemed to have exercised his or her option
on such date and shall be deemed to have  purchased from the Company such number
of full  shares of Common  Stock  reserved  for the  purpose  of the Plan as the
participant's  accumulated  payroll  deductions on such date will pay for at the
Option  Price,  subject to the 750 share  limit of the  option  and the  Section
423(b)(8)  limitation  described  in  Article  5.  If  the  individual  is not a
participant  on the last day of a  Payment  Period,  then he or she shall not be
entitled to exercise his or her option.  Only full shares of Common Stock may be
purchased under the Plan. Unused payroll deductions remaining in a participant's
account at the end of a Payment  Period by reason of the inability to purchase a
fractional share shall be carried forward to the next Payment Period.

Article 7 - Authorization for Entering the Plan.
-----------------------------------------------

     An  employee  may  elect to enter  the Plan by  filling  out,  signing  and
delivering to the Company an authorization:

                    A.   Stating the  percentage to be deducted  regularly  from
the employee's pay;

                    B.   Authorizing  the  purchase of stock for the employee in
each Payment Period in accordance with the terms of the Plan; and

                    C.   Specifying  the  exact  name or names  in  which  stock
purchased for the employee is to be issued as provided  under Article 11 hereof.

Such  authorization  must be received by the Company at least ten business  days
before the first day of the next succeeding Payment Period and shall take effect
only if the employee is an eligible  employee on the first  business day of such
Payment Period.

     Unless a participant  files a new authorization or withdraws from the Plan,
the deductions and purchases under the authorization the participant has on file
under the Plan will  continue  from one  Payment  Period to  succeeding  Payment
Periods as long as the Plan remains in effect.

     The Company will  accumulate  and hold for each  participant's  account the
amounts deducted from his or her pay. No interest will be paid on these amounts.

Article 8 - Maximum Amount of Payroll Deductions.
------------------------------------------------

     An employee may authorize  payroll  deductions in an amount (expressed as a
whole  percentage)  not less than one  percent  (1%) but not more  than  fifteen
percent (15%) of the employee's total compensation, including base pay or salary
and any overtime, bonuses or commissions.

Article 9 - Change in Payroll Deductions.
----------------------------------------

     Deductions  may not be  increased  or  decreased  during a Payment  Period.
However, a participant may withdraw in full from the Plan.

Article 10 - Withdrawal from the Plan.
-------------------------------------

     An employee  may  withdraw  from the Plan (in whole but not in part) at any
time prior to the last day of a Payment Period by delivering a withdrawal notice
to the  Company,  in which  case the  Company  will  promptly  refund the entire
balance of the employee's deductions not previously used to purchase stock under
the Plan.

     To re-enter the Plan, an employee who has previously  withdrawn must file a
new  authorization  at least ten business  days before the first day of the next
Payment Period in which he or she wishes to participate. The employee's re-entry
into the  Plan  becomes  effective  at the  beginning  of such  Payment  Period,
provided that he or she is an eligible employee on the first business day of the
Payment Period.

Article 11 - Issuance of Stock.
------------------------------

     Certificates for stock issued to participants shall be delivered as soon as
practicable after each Payment Period by the Company's transfer agent.

     Stock  purchased  under the Plan  shall be  issued  only in the name of the
participant,  or if the participant's authorization so specifies, in the name of
the  participant and another person of legal age as joint tenants with rights of
survivorship.

Article 12 - Adjustments.
------------------------

     Upon  the  happening  of  any  of  the  following   described   events,   a
participant's  rights under options  granted under the Plan shall be adjusted as
hereinafter provided:

                  A. In the  event  that the  shares of  Common  Stock  shall be
subdivided or combined into a greater or smaller  number of shares or if, upon a
reorganization,  split-up,  liquidation,  recapitalization  or the  like  of the
Company,  the shares of Common Stock shall be exchanged for other  securities of
the  Company,  each  participant  shall be entitled,  subject to the  conditions
herein  stated,  to purchase  such number of shares of Common Stock or amount of
other securities of the Company as were exchangeable for the number of shares of
Common Stock that such  participant  would have been entitled to purchase except
for such action, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or exchange; and

                  B. In the event the Company shall issue any of its shares as a
stock  dividend  upon or with  respect to the shares of stock of the class which
shall  at the  time be  subject  to  option  hereunder,  each  participant  upon
exercising  such an option shall be entitled to receive (for the purchase  price
paid upon such  exercise) the shares as to which the  participant  is exercising
his or her option and, in addition thereto (at no additional  cost), such number
of shares of the class or classes in which such stock dividend or dividends were
declared or paid,  and such amount of cash in lieu of fractional  shares,  as is
equal  to the  number  of  shares  thereof  and  the  amount  of cash in lieu of
fractional  shares,  respectively,  which the participant would have received if
the participant had been the holder of the shares as to which the participant is
exercising  his or her option at all times  between the date of the  granting of
such option and the date of its exercise.

     Upon the happening of any of the foregoing events,  the class and aggregate
number of shares  set forth in  Article 4 hereof  which are  subject  to options
which have been or may be granted under the Plan and the  limitations  set forth
in the second  paragraph  of Article 5 shall also be  appropriately  adjusted to
reflect the events specified in paragraphs A. and B. above.  Notwithstanding the
foregoing,  any  adjustments  made pursuant to paragraphs A. or B. shall be made
only after the Committee, based on advice of counsel for the Company, determines
whether such  adjustments  would  constitute a  "modification"  (as that term is
defined  in Section  424 of the Code).  If the  Committee  determines  that such
adjustments  would  constitute a  modification,  it may refrain from making such
adjustments.

     If the Company is to be consolidated  with or acquired by another entity in
a  merger,  a sale  of all or  substantially  all  of the  Company's  assets  or
otherwise (an "Acquisition"),  the Committee shall, with respect to options then
outstanding  under the  Plan,  either  (i) make  appropriate  provision  for the
exchange of such options on an  equitable  basis for the  consideration  payable
with  respect  to the  outstanding  shares  of the  Company's  Common  Stock  in
connection with the  Acquisition,  or (ii) terminate all outstanding  options in
exchange for a cash payment  equal to the excess of the fair market value of the
shares  subject to the options  (determined  as of the date of the  Acquisition)
over the Option  Price  thereof  (determined  with  reference  only to the first
business day of the applicable Payment Period).

     The Committee shall determine the adjustments to be made under this Article
12, and its determination shall be conclusive.

Article 13 - No Transfer or Assignment of Employee's Rights.
-----------------------------------------------------------

     An employee's rights under the Plan are the employee's alone and may not be
transferred  or assigned  to, or availed of by, any other  person  other than by
will or the laws of descent and distribution.  Any option granted under the Plan
to an employee may be exercised,  during the  employee's  lifetime,  only by the
employee.

Article 14 - Termination of Employee's Rights.
---------------------------------------------

     Whenever  a  participant  ceases  to be an  eligible  employee  because  of
retirement,   voluntary  or  involuntary   termination,   resignation,   layoff,
discharge, death or for any other reason, his or her rights under the Plan shall
immediately terminate,  and the Company shall promptly refund, without interest,
the  entire  balance of his or her  payroll  deduction  account  under the Plan.
Notwithstanding   the  foregoing,   eligible  employment  shall  be  treated  as
continuing  intact while a participant is on military leave, sick leave or other
bona  fide  leave  of  absence,  for  up to 90  days,  or  for  so  long  as the
participant's  right to  re-employment  is  guaranteed  either by  statute or by
contract, if longer than 90 days.

     If a participant's payroll deductions are interrupted by any legal process,
a  withdrawal  notice  will be  considered  as  having  been  received  from the
participant on the day the interruption occurs.

Article 15 - Termination and Amendments to Plan.
-----------------------------------------------

     Unless  terminated  sooner as provided  below,  the Plan shall terminate on
January 1, 2006.  The Plan may be terminated at any time by the Company's  Board
of Directors  but such  termination  shall not affect  options then  outstanding
under the Plan. It will terminate in any case when all or  substantially  all of
the  unissued  shares of stock  reserved  for the purposes of the Plan have been
purchased.  If at any time shares of stock  reserved for the purpose of the Plan
remain  available for purchase but not in sufficient  number to satisfy all then
unfilled purchase requirements,  the available shares shall be apportioned among
participants  in proportion to the amount of payroll  deductions  accumulated on
behalf of each  participant  that would otherwise be used to purchase stock, and
the Plan shall terminate.  Upon such termination or any other termination of the
Plan,  all  payroll  deductions  not used to  purchase  stock will be  refunded,
without interest.

     The  Committee  or the  Board  of  Directors  may from  time to time  adopt
amendments to the Plan provided that,  without the approval of the  stockholders
of the Company,  no amendment may (i)  materially  increase the number of shares
that may be issued under the Plan;  (ii) change the class of employees  eligible
to  receive  options  under the Plan,  if such  action  would be  treated as the
adoption  of a new plan for  purposes  of Section  423(b) of the Code;  or (iii)
cause  Rule  16b-3  under  the  Securities   Exchange  Act  of  1934  to  become
inapplicable to the Plan.

Article 16 - Limits on Sale of Stock Purchased under the Plan.
-------------------------------------------------------------

     The Plan is intended to provide  shares of Common Stock for  investment and
not for resale.  The Company does not, however,  intend to restrict or influence
any  employee  in the  conduct  of his or her  own  affairs.  An  employee  may,
therefore, sell stock purchased under the Plan at any time the employee chooses,
subject to compliance with any applicable  federal or state  securities laws and
subject  to any  restrictions  imposed  under  Article  21 to  ensure  that  tax
withholding  obligations  are  satisfied.  THE EMPLOYEE  ASSUMES THE RISK OF ANY
MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK.

Article 17 - Participating Subsidiaries.
---------------------------------------

     The term  "participating  subsidiary"  shall  mean any  present  or  future
subsidiary  of the  Company,  as that term is defined  in Section  424(f) of the
Code,  which  is  designated  from  time to time by the  Board of  Directors  to
participate  in the Plan.  The Board of  Directors  shall have the power to make
such designation before or after the Plan is approved by the stockholders.

Article 18 - Optionees Not Stockholders.
---------------------------------------

     Neither the  granting of an option to an employee nor the  deductions  from
his or her pay shall  constitute  such  employee  a  stockholder  of the  shares
covered by an option  until such  shares  have been  actually  purchased  by the
employee.

Article 19 - Application of Funds.
---------------------------------

     The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

Article 20 - Notice to Company of Disqualifying Disposition.
-----------------------------------------------------------

     By electing to participate in the Plan, each  participant  agrees to notify
the Company in writing immediately after the participant  transfers Common Stock
acquired  under the Plan,  if such  transfer  occurs  within two years after the
first  business  day of the  Payment  Period  in which  such  Common  Stock  was
acquired.  Each participant further agrees to provide any information about such
a transfer as may be requested by the Company or any  subsidiary  corporation in
order to assist it in complying with the tax laws. Such  dispositions  generally
are treated as  "disqualifying  dispositions"  under Sections 421 and 424 of the
Code, which have certain tax consequences to participants and to the Company and
its participating subsidiaries.

Article 21 - Withholding of Additional Income Taxes.
---------------------------------------------------

     By electing to participate in the Plan, each participant  acknowledges that
the Company and its  participating  subsidiaries  are required to withhold taxes
with respect to the amounts  deducted from the  participant's  compensation  and
accumulated  for the  benefit  of the  participant  under  the  Plan,  and  each
participant  agrees  that the  Company and its  participating  subsidiaries  may
deduct additional amounts from the participant's compensation,  when amounts are
added to the participant's  account,  used to purchase Common Stock or refunded,
in order to satisfy  such  withholding  obligations.  Each  participant  further
acknowledges  that when Common Stock is purchased under the Plan the Company and
its participating subsidiaries may be required to withhold taxes with respect to
all or a portion of the  difference  between the fair market value of the Common
Stock purchased and its purchase price,  and each  participant  agrees that such
taxes may be withheld from  compensation  otherwise payable to such participant.
It is intended that tax  withholding  will be accomplished in such a manner that
the full amount of payroll deductions elected by the participant under Article 7
will be used to purchase Common Stock. However, if amounts sufficient to satisfy
applicable tax withholding  obligations have not been withheld from compensation
otherwise payable to any participant,  then, notwithstanding any other provision
of the  Plan,  the  Company  may  withhold  such  taxes  from the  participant's
accumulated  payroll  deductions  and apply the net  amount to the  purchase  of
Common Stock, unless the participant pays to the Company,  prior to the exercise
date,  an amount  sufficient  to  satisfy  such  withholding  obligations.  Each
participant  further   acknowledges  that  the  Company  and  its  participating
subsidiaries   may  be  required  to  withhold  taxes  in  connection  with  the
disposition  of stock acquired under the Plan and agrees that the Company or any
participating  subsidiary may take whatever  action it considers  appropriate to
satisfy such withholding  requirements,  including  deducting from  compensation
otherwise  payable to such  participant  an amount  sufficient  to satisfy  such
withholding  requirements or conditioning any disposition of Common Stock by the
participant  upon the  payment to the  Company or such  subsidiary  of an amount
sufficient to satisfy such withholding requirements.

Article 22 - Governmental Regulations.
-------------------------------------

     The Company's  obligation to sell and deliver  shares of Common Stock under
the Plan is subject to the approval of any  governmental  authority  required in
connection with the authorization, issuance or sale of such shares.

     Government  regulations  may impose  reporting or other  obligations on the
Company  with respect to the Plan.  For example,  the Company may be required to
identify  shares of Common Stock  issued  under the Plan on its stock  ownership
records and send tax  information  statements to employees and former  employees
who transfer title to such shares.

Article 23 - Governing Law.
--------------------------

     The validity and  construction of the Plan shall be governed by the laws of
the State of Delaware,  without  giving effect to the principles of conflicts of
law thereof.

Article 24 - Approval of Board of Directors and Stockholders of the Company.
---------------------------------------------------------------------------

     The Plan was  originally  adopted by the Board of  Directors  on October 2,
1995,  approved by the  stockholders  of the Company as of October 4, 1995,  and
amended and restated by approval of the Board of Directors on March 31, 1999.