WHEREVER CONFIDENTIAL  INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED
BY AN ASTERISK),  SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE  COMMISSION  PURSUANT TO A REQUEST FOR  CONFIDENTIAL
TREATMENT




                            ADDENDUM 3 to AGREEMENT

June 9, 1999

Mr. Howard Rubin
President
Rubin Systems, Inc.
450 Long Ridge Road
Pound Ridge, NY 10576

Dear Howard,

This  Addendum 3 to  Agreement  ("Addendum")  confirms  our  recent  discussions
amending  the  Applications  Productivity  Strategies  Development  and  Service
Agreement ( the "Original Agreement" ) among META Group, Inc. ( "META" ), Howard
Rubin  ("Howard") and Rubin Systems,  Inc.  ("RSI"),  dated October 11, 1996, as
amended by Addendum #1 dated  October 25,  1997,  Addendum #2 dated June 18,1998
(the Original Agreement,  as amended, is hereinafter the "Agreement") concerning
distribution of the annual RSI Worldwide  Benchmark  Report.  The parties hereby
agree to amend the Agreement as follows:

1.   META will continue to produce,  market,  sell,  and fulfill any RSI reports
     ("Works")  Howard or RSI present to META, so long as META determines in its
     reasonable  discretion they would be appropriate for  distribution  through
     META's channels.  META reserves the right to make editorial changes subject
     to RSI's  reasonable  approval,  and RSI  agrees  to obtain  all  copyright
     clearances META deems necessary or desirable, all at RSI's expense.

2.   META  will  be  responsible  for  developing   product  specific  marketing
     campaigns and producing the necessary  sales  collateral.  RSI will develop
     the sales value  proposition,  and review sales scripts and  collateral for
     the Works as needed.

3.   META  will  pay RSI * * on all  revenues  received  from  sales  of  Works,
     regardless of  format/media  used by META to fulfill  orders.  Revenue from
     Works  for  purposes  of  international  sales  shall  mean the net  amount
     received by META from its international distributors.

4.   META  will pay RSI * * on any  "derivative"  works  published  by META that
     contain RSI data in any form,  with analysis  performed by META,  and which
     are sold as a discrete product offering.

5.   RSI Royalty Share as defined in paragraph 7 of the Original  Agreement,  on
     META's  Performance  Engineering  Measurement  Strategies (PEMS, f/k/a APS)
     service subscriptions, shall hereinafter be modified as follows* * * *.

<PAGE> 2

6.   Royalty Share for the international PEMS service shall be based on *
     *.

7.   On PEMS  services sold without an RSI benchmark RSI would receive a Royalty
     Share equal to * *.

8.   The  above  modifications  will  become  effective  on all PEMS  and  Works
     bookings after July 1, 1999, and Amendment #2 dated June 18, 1998 is hereby
     superceded in it's entirety.

9.   *                      *                      *                         *
     *.

10.  Except as expressly modified by this Addendum, the Agreement shall continue
     to govern the respective rights and obligations of the parties hereto.

If the above meets with your  understanding  please sign one copy of this letter
below.



META GROUP, INC.                                     RUBIN SYSTEMS, INC.



By: /s/ Bernard F. Denoyer                           By: /s/ Howard Rubin
    -------------------------                            -----------------------
     Bernard F. Denoyer                                 Howard Rubin, President
     Chief Financial Officer

                                                     date: 6/14/99
                                                           -------


                                                     /s/ Howard Rubin
                                                     --------------------------
                                                     Howard Rubin, Individually