PAGE 39

EXHIBIT 10.3

                        (Contingent Vesting - 75,000 shares)

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR ANY  APPLICABLE  STATE  SECURITIES  LAWS  AND  MAY  NOT BE  SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
OF  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR  APPLICABLE  EXEMPTIONS
THEREFROM.

No. Warrant  Right to Purchase Shares Shares of Common Stock of META Group, Inc.
              (subject to adjustment as provided herein)


                                META GROUP, INC.

                       COMMON STOCK PURCHASE WARRANT

                                                       October 20, 1998

         META  Group,  Inc.,  a Delaware  corporation  (the  "Company"),  hereby
certifies  that, on or after the Vesting Date (as defined below) and only if the
Vesting  Date  occurs at all,  for value  received,  Name,  or its  assigns,  is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
from time to time  before 5:00 p.m.,  Stamford,  Connecticut  time,  on the date
which is the fourth anniversary of the Vesting Date, if such Vesting Date occurs
at  all  (the  "Expiration   Date"),  up  to  Amount  (Shares)  fully  paid  and
nonassessable  shares of Common Stock, par value $.01 per share, of the Company,
at a  purchase  price of $30.00  per  share  (such  purchase  price per share as
adjusted  from  time to time as herein  provided  is  referred  to herein as the
"Purchase  Price").  The number and character of such shares of Common Stock and
the Purchase  Price are subject to adjustment as provided  herein.  This Warrant
shall only become exercisable if and when the Vesting Date occurs, if at all.

         This   Warrant  is  one  of  the   Common   Stock   Purchase   Warrants
(collectively, the "Warrants") evidencing the right to purchase shares of Common
Stock of the Company issued  pursuant to a certain  Agreement and Plan of Merger
(the "Merger  Agreement")  dated as of the date hereof,  among the Company,  The
Sentry Group, Inc. and MG Acquisition Corporation, a copy of which is on file at
the  principal  office of the  Company and the holder of this  Warrant  shall be
entitled to all of the benefits of the Agreement,  as provided  therein.  Unless
otherwise  defined  herein,  capitalized  terms  used in this  Warrant  that are
defined in the Merger Agreement shall have the meanings  assigned to them in the
Merger Agreement.

         The  obligations  of the  Company  and the rights of the holder of this
Warrant  shall  expire,  be of no  further  force  or  effect,  and  immediately
terminate  and the Company  shall have no  obligation  to issue shares of Common
Stock to the holder  hereof at any time  unless on the Vesting  Date  Contingent
Consideration  is  paid  to  the  Former  Sentry  Holders  pursuant  to  Section
2.3(e)(i)(A) of the Merger Agreement.

         As used  herein,  the  following  terms,  unless the context  otherwise
requires, have the following respective meanings:

                  (a)      The term "Company" shall include META Group, Inc. and
any corporation which shall succeed or assume the obligations of META Group, 
Inc. hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  Common
Stock,  par value $.01 per share,  as authorized  on the date of the  Agreement,

<PAGE> 40
(ii) any other capital stock of any class or classes (however designated) of the
Company,  authorized on or after such date,  the holders of which shall have the
right,  without  limitation  as to  amount,  either  to all or to a share of the
balance of current  dividends  and  liquidating  dividends  after the payment of
dividends  and  distributions  on any shares  entitled  to  preference,  and the
holders of which shall ordinarily, in the absence of contingencies,  be entitled
to vote for the election of a majority of directors of the Company  (even though
the right so to vote has been  suspended by the happening of such a contingency)
and (iii) any other  securities  into  which or for which any of the  securities
described in (i) or (ii) may be  converted  or  exchanged  pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

                  (c) The term  "Other  Securities"  refers to any stock  (other
than  Common  Stock) and other  securities  of the  Company or any other  person
(corporate or otherwise)  which the holders of the Warrants at any time shall be
entitled to receive, or shall have received, on the exercise of the Warrants, in
lieu of or in addition to Common  Stock,  or which at any time shall be issuable
or shall have been issued in exchange for or in  replacement  of Common Stock or
Other Securities pursuant to Section 5 or otherwise.

                  (d) The term "Vesting  Date" shall mean the date, if such date
occurs  at  all,  on  which  the  Former  Sentry  Holders  are  paid  Contingent
Consideration pursuant to Section 2.3(e)(i)(A) of the Merger Agreement.

         1.       Exercise of Warrant.

                  1.1. Number of Shares  Issuable upon Exercise.  Subject to the
terms and conditions set forth in this Warrant, on or after the Vesting Date and
only if the Vesting Date occurs at all,  the holder  hereof shall be entitled to
purchase  through  the  Expiration  Date  set  forth on the  first  page of this
Warrant,  upon  exercise  of this  Warrant  in  accordance  with  the  terms  of
subsections  1.2 or 1.3, or upon election of the net issue  exercise  option set
forth in  subsection  1.4,  up to the  number of  shares of Common  Stock of the
Company set forth on the first page of this Warrant (as the same may be adjusted
pursuant to the terms hereof).

                  1.2. Full  Exercise.  This Warrant may be exercised in full by
the holder hereof by surrender of this Warrant, with the form of subscription at
the end hereof duly  executed by such  holder,  to the Company at its  principal
office,  accompanied by payment,  in cash or by certified or official bank check
payable to the order of the Company,  in the amount  obtained by multiplying the
number of shares of Common Stock for which this Warrant is then  exercisable  by
the Purchase Price then in effect.

                  1.3. Partial  Exercise.  This Warrant may be exercised in part
by  surrender  of this  Warrant  in the  manner  and at the  place  provided  in
subsection  1.2  except  that the amount  payable by the holder on such  partial
exercise shall be the amount obtained by multiplying (a) the number of shares of
Common Stock  designated by the holder in the  subscription at the end hereof by
(b) the Purchase Price then in effect. On any such partial exercise the Company,
at its expense,  will forthwith  issue and deliver to, or upon the order of, the
holder hereof a new Warrant or Warrants of like tenor, in the name of the holder
hereof  or as such  holder  (upon  payment  by  such  holder  of any  applicable
transfer,  issuance or other tax) may request,  calling in the  aggregate on the
face or faces  thereof  for the number of shares of Common  Stock for which such
Warrant or Warrants may still be exercised.

                  1.4. Net Issue  Exercise.  In lieu of exercising  this Warrant
pursuant to  subsection  1.2 or 1.3,  the holder may elect to receive  shares of
Common Stock equal to the value of this Warrant (or of any portion thereof being
canceled) by surrender  of this Warrant at the  principal  office of the Company
together  with notice of such election in which event the Company shall issue to
such holder a number of shares of the Company's  Common Stock computed using the
following formula:

<PAGE> 41
                           X = Y(A-B)/A

where    X = the number of shares of Common Stock to be issued to the
                   holder

         Y         = the number of shares of Common Stock purchasable under this
                   Warrant (in accordance with Section 1.1)

         A         = the fair market value of one share of the Company's  Common
                   Stock (at the date of such calculation)

         B         = Warrant  Purchase  Price (as  adjusted  to the date of such
                   calculation).

         For purposes of this subsection 1.4, fair market value of the Company's
Common Stock shall mean the average closing price of the Company's  Common Stock
for the ten (10) trading days ending on and including the second-to-last trading
day prior to the date of determination  of fair market value,  calculated on the
basis of the last  reported  sales price of the  Company's  Common  Stock on the
Nasdaq  National   Market,   or,  if  not  so  quoted,   as  quoted  in  another
over-the-counter  quotation  system or  exchange on which the  Company's  Common
Stock is then  listed.  If the Common  Stock is not traded  over-the-counter  on
Nasdaq or on another  quotation system or exchange,  the fair market value shall
be the price per share which the Company  could obtain from a willing  buyer for
shares sold by the Company from  authorized but unissued  shares,  as such price
shall be agreed by the Company and the holder hereof.

         Any  election  pursuant  to this  Section  1.4 shall be deemed to be an
"exercise" hereunder for the purposes of this Warrant.

         In the event of a dispute  regarding this Warrant,  the Company and the
holder  hereof  shall in good faith  negotiate  to settle  such  dispute.  If no
resolution is reached  within 30 days,  either party may commence an arbitration
proceeding by submitting the dispute to arbitration.  Any such arbitration shall
be before an arbitral  tribunal composed of three  arbitrators;  one selected by
the  Company,  one  selected  by the holder  hereof and one  selected  by mutual
agreement  of the parties (the  "Panel").  If the parties are unable to agree on
such  third  arbitrator,  the  arbitrator  shall  be  selected  by the  American
Arbitration   Association   (the  "AAA")  in  accordance   with  its  Commercial
Arbitration  Rules.  The Panel will resolve the dispute in  accordance  with the
rules of the AAA. The venue for the arbitration  shall be Stamford,  Connecticut
or such other venue mutually agreed to by the Company and the holder hereof. The
Panel's  award or order shall be final and binding on the Company and the holder
hereof and all costs of such proceeding shall be borne as specified in the award
or order.

                  1.5. Company Acknowledgment.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  holder any rights to
which  such  holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant and the Agreement.  If the holder
shall  fail to make  any  such  request,  such  failure  shall  not  affect  the
continuing obligation of the Company to afford to such holder any such rights.

                  1.6. Trustee for Warrant Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as trustee  for the  holders of the
Warrants  pursuant to subsection  4.2, such bank or trust company shall have all
the powers and duties of a warrant  agent  appointed  pursuant to Section 12 and
shall accept,  in its own name for the account of the Company or such  successor
person as may be entitled thereto,  all amounts otherwise payable to the Company
or such successor,  as the case may be, on exercise of this Warrant  pursuant to
this Section 1.

         2.  Delivery  of  Stock  Certificates,  etc.  on  Exercise.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any

<PAGE> 42
event  within 5 days  thereafter,  the  Company at its  expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder  hereof,  or as such holder (upon payment by such
holder  of any  applicable  transfer,  issuance  or  other  tax) may  direct,  a
certificate  or  certificates  for the  number of fully  paid and  nonassessable
shares of Common  Stock (or Other  Securities)  to which  such  holder  shall be
entitled on such exercise,  plus, in lieu of any fractional  share to which such
holder would  otherwise be entitled,  cash equal to such fraction  multiplied by
the then current fair market value of one full share  (calculated  in accordance
with the definition set forth in Section 1.4),  together with any other stock or
other securities and property  (including cash, where  applicable) to which such
holder is entitled upon such exercise pursuant to Section 1 or otherwise.

         3.   Adjustment   for  Dividends  in  Other  Stock,   Property,   etc.;
Reclassification,  etc. In case at any time or from time to time, all holders of
Common Stock as a class (or Other  Securities)  shall have  received,  or (on or
after the record date fixed for the  determination  of shareholders  eligible to
receive) shall have become entitled to receive, without payment therefor,

                  (a)      other or additional stock or other securities or
 property (other than cash) by way of dividend, or

                  (b) any cash (excluding  cash dividends  payable solely out of
      earnings  or  earned  surplus  of the  Company  and  excluding  Contingent
      Consideration and Book Earnout Payments, if any), or

                  (c) other or additional  stock or other securities or property
      (including   cash)  by  way  of  spin-off,   split-up,   reclassification,
      recapitalization,    combination   of   shares   or   similar    corporate
      rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock split (adjustments in respect of which are provided
for in Section 5), then and in each such case the holder of this Warrant, on the
exercise  hereof as  provided  in Section 1, shall be  entitled  to receive  the
amount of stock and other  securities and property  (including cash in the cases
referred  to in  subdivisions  (b) and (c) of this  Section 3) which such holder
would hold on the date of such  exercise  if on the date  hereof he had been the
holder of record of the number of shares of Common  Stock called for on the face
of this  Warrant and had  thereafter,  during the period from the date hereof to
and including the date of such exercise, retained such shares and all such other
or additional  stock and other  securities and property  (including  cash in the
cases referred to in  subdivisions  (b) and (c) of this Section 3) receivable by
him as aforesaid during such period, giving effect to all adjustments called for
during such period by Sections 4 and 5.

         4.       Adjustment for Reorganization, Consolidation, Merger, etc.

                  4.1.  Reorganization,  Consolidation,  Merger, etc. In case at
any time or from time to time,  the Company  shall (a) effect a  reorganization,
(b)  consolidate  with or merge into any other  person,  or (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case, the holder of this Warrant,  on the exercise hereof as provided in Section
1 at any time after the  consummation of such  reorganization,  consolidation or
merger or the  effective  date of such  dissolution,  as the case may be,  shall
receive,  in lieu of the Common  Stock (or Other  Securities)  issuable  on such
exercise prior to such  consummation or such effective date, the stock and other
securities  and property  (including  cash) to which such holder would have been
entitled upon such consummation or in connection with such  dissolution,  as the
case may be, if such holder had so exercised  this  Warrant,  immediately  prior
thereto, all subject to further adjustment  thereafter as provided in Sections 3
and 5.

                  4.2.  Dissolution.  In the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution,  shall at its expense deliver or
cause to be delivered  the stock and other  securities  and property  (including
cash,  where  applicable)  receivable  by the holders of the Warrants  after the
effective date of such dissolution pursuant to this Section 4 to a bank or trust
company  having  its  principal  office in  Stamford,  Connecticut  (or  another
location in  Connecticut  chosen by the  Company),  as trustee for the holder or
holders of the Warrants.

<PAGE> 43
                  4.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 4, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly assumed the terms of this Warrant.

         5.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (i) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock, (ii) subdivide its outstanding
shares of Common Stock,  or (iii) combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 5.
The holder of this Warrant shall thereafter,  on the exercise hereof as provided
in  Section 1, be  entitled  to receive  that  number of shares of Common  Stock
determined  by  multiplying  the number of shares of Common  Stock  which  would
otherwise  (but  for the  provisions  of this  Section  5) be  issuable  on such
exercise by a fraction of which (i) the  numerator is the  Purchase  Price which
would otherwise (but for the provisions of this subsection 5) be in effect,  and
(ii)  the  denominator  is the  Purchase  Price  in  effect  on the date of such
exercise.

         6.  Adjustments.  In each case of any adjustment or readjustment in the
shares of Common  Stock (or Other  Securities)  issuable on the  exercise of the
Warrants, the Company will compute such adjustment or readjustment in accordance
with the  terms of the  Warrants  and shall  notify  the  holder  hereof of such
adjustment or  readjustment.  On the written request of any holder of a Warrant,
the Company  shall  provide such holder with a  certificate  setting  forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment  or  readjustment  is  based,   including  a  statement  of  (a)  the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities)  issued or sold or deemed to have been issued
or sold,  (b) the  number  of shares  of  Common  Stock  (or  Other  Securities)
outstanding  or deemed to be  outstanding,  and (c) the  Purchase  Price and the
number of shares of Common Stock to be received  upon  exercise of this Warrant,
in effect immediately prior to such issue or sale and as adjusted and readjusted
as provided in this Warrant.

         7.       Notices of Record Date, etc.  In the event of

                  (a) any taking by the  Company  of a record of the  holders of
any class of securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividend  or other  distribution,  or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

                  (b)  any   capital   reorganization   of  the   Company,   any
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of  all  or  substantially  all  the  assets  of  the  Company  to  or
consolidation or merger of the Company with or into any other person, or

                  (c)      any voluntary or involuntary dissolution, liquidation
or winding-up of the Company,

then and in each such event the Company  will mail or cause to be mailed to each
holder of a Warrant a notice specifying (i) the date on which any such record is

<PAGE> 44
to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend,  distribution or right,  and (ii) the
date on  which  any  such  reorganization,  reclassification,  recapitalization,
transfer,  consolidation,  merger, dissolution,  liquidation or winding-up is to
take  place,  and the time,  if any is to be fixed,  as of which the  holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other  Securities)  for  securities or other property
deliverable   on  such   reorganization,   reclassification,   recapitalization,
transfer,  consolidation,  merger, dissolution,  liquidation or winding-up. Such
notice  shall be mailed  at least 20 days  prior to the date  specified  in such
notice on which any such action is to be taken.

         8. Reservation of Stock, etc. Issuable on Exercise of Warrants.  Except
as  otherwise  contemplated  by the  Agreement,  the  Company  will at all times
reserve and keep available,  solely for issuance and delivery on the exercise of
the Warrants, all shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrants.

         9.  Exchange of  Warrants.  On  surrender  for exchange of any Warrant,
properly  endorsed,  to the  Company,  the Company at its expense will issue and
deliver to or on the order of the holder  thereof a new  Warrant or  Warrants of
like  tenor,  in the name of such  holder or as such  holder (on payment by such
holder of any applicable transfer, issuance or other tax) may direct, calling in
the  aggregate  on the face or faces  thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant or Warrants so surrendered,
provided,  however, that no Warrant issued in exchange for this Warrant shall be
exercisable for less than 50 shares of Common Stock.

         10. Replacement of Warrants. On receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of any Warrant and, in the
case of any such loss,  theft or destruction  of any Warrant,  on delivery of an
indemnity  agreement or security  satisfactory in form and amount to the Company
or, in the case of any such  mutilation,  on surrender and  cancellation of such
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

         11. Warrant Agent. The Company may, by written notice to each holder of
a  Warrant,  appoint  an agent  having an office in  Stamford,  Connecticut  (or
another  location  in  Connecticut  chosen by the  Company)  for the  purpose of
issuing  Common  Stock (or Other  Securities)  on the  exercise of the  Warrants
pursuant to Section 1, exchanging  Warrants pursuant to Section 9, and replacing
Warrants  pursuant to Section 10, or any of the  foregoing,  and  thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

         12.  Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

         13.  Negotiability,  etc.  This  Warrant is issued  upon the  following
terms, to all of which each holder or owner hereof by the taking hereof consents
and agrees:

                  (a)      title to this Warrant may not be transferred without
the prior written consent of the Company;

                  (b) if consent to transfer is granted  pursuant to  subsection
13(a),  this Warrant may be  transferred  by  endorsement  (by the holder hereof
executing  the form of  assignment  at the end hereof) and  delivery in the same
manner as in the case of a negotiable instrument transferable by endorsement and
delivery; and

                  (c) until  this  Warrant  is  transferred  on the books of the
Company,  the Company may treat the  registered  holder  hereof as the  absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

<PAGE> 45
                  (d) the  holder  hereof  has no rights as a  stockholder  with
respect to this Warrant until such time as the holder hereof has exercised  this
Warrant by delivery of the notice of exercise  and has paid in full the Purchase
Price for the number of shares of Common  Stock for which this  Warrant is to be
so exercised.

         14.  Notices,  etc.  All  notices and other  communications  under this
Warrant shall be in writing and shall,  except as otherwise  provided herein, be
deemed to have been duly given when (i) delivered by hand, (ii) sent by telex or
telecopier (with receipt confirmed), provided that a copy is mailed by certified
mail, return receipt requested, or (iii) when received by the addressee, if sent
by Express Mail,  Federal  Express or other express  delivery  service  (receipt
requested),  in each case,  at the  appropriate  addresses,  telex  numbers  and
telecopier  numbers as may have been furnished to the Company in writing by such
holder or,  until any such holder  furnishes  to the  Company an address,  telex
number or  telecopier  number,  then to,  and at the  address,  telex  number or
telecopier  number of, the last holder of this  Warrant who has so  furnished an
address to the Company.

         15.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of the State of Delaware.  The headings in this Warrant are
for purposes of reference  only, and shall not limit or otherwise  affect any of
the terms hereof.  The invalidity or  unenforceability  of any provision  hereof
shall in no way affect the validity or enforceability of any other provision.


                   (Remainder of Page Intentionally Left Blank)
<PAGE> 46

         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.


                                   META GROUP, INC.



                                   By:_________________________
                                      Name:
                                      Title:


<PAGE> 47
                             FORM OF SUBSCRIPTION
                    (To be signed only on exercise of Warrant)

TO META GROUP, INC.

     The  undersigned,  the holder of the  within  Warrant,  hereby  irrevocably
elects to exercise the Warrant for, and to purchase thereunder, ................
shares of Common  Stock of META  Group,  Inc.  and  herewith  makes  payment  of
$..............  therefor, and requests that the certificates for such shares be
issued  in the name of,  and  delivered  to  ..............,  whose  address  is
 ..............  ....................  Payment  for such  shares of Common  Stock
takes the form of (check applicable box or boxes):
     
     (  )        $___________ in lawful money of the United States, and/or

     (  )        the cancellation of such portion of the attached Warrant as is
                 exercisable  for a total of  _______  shares of  Common  Stock
                 (using a Fair Market  Value of $_______ per share for purposes
                 of this calculation), pursuant to Section 1.4 hereof.


Dated:                              ............................................
                                    (Signature must conform to name
                                     of holder as specified on the
                                     face of the Warrant)

                                     ...........................................
                                     (Address)



<PAGE> 48
                  
                                  FORM OF ASSIGNMENT
                       (To be signed only on transfer of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto ..................  the right represented by the within Warrant to purchase
 ................. shares of Common Stock of META Group, Inc. to which the within
Warrant relates,  and appoints  ..........................  Attorney to transfer
such right on the books of META Group,  Inc. with full power of  substitution in
the premises.


Dated:                               ...........................................
                                    (Signature must conform to name
                                     of holder as specified on the
                                     face of the Warrant)

                                     ...........................................
                                     (Address)


Signed in the presence of:


 .............................