**Exhibit 4.1**

**COMMON STOCK PURCHASE AND SALEAGREEMENT**

             CommonStock Purchase and Sale Agreement (the “Agreement”) dated as of June 15, 2001by and among META Group, Inc., a Delaware corporation (the “Company”), and thepurchasers named in Exhibit A hereto (collectively, the “Purchasers”).

             NOW,THEREFORE, in consideration of the mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged by the parties hereto, the Company and the Purchasers,intending to be legally bound hereby, agree as follows:

             1.          Agreement to Purchase and Sell.  Subject to the terms and conditions of thisAgreement, the Company shall issue and sell to each Purchaser, and eachPurchaser severally and not jointly shall purchase, at the Closing (as definedbelow) that number of shares of common stock, par value $.01 per share, of theCompany (collectively, the “Shares”) set forth opposite such Purchaser’s nameon Exhibit A hereto for the purchase price of $2.78 per share and anaggregate purchase price set forth opposite such Purchaser’s name on ExhibitA hereto (collectively, the “Purchase Price”).  The closing (the “Closing”) of the issuance and sale of theShares by the Company to the several Purchasers shall be held at the offices ofTesta, Hurwitz & Thibeault, LLP, 125 High Street, Boston, MA 02110 at10:00A.M., Boston, MA time, on June 28, 2001 (or such other date as mutuallyagreed in writing by all of the parties hereto)(the “Closing Date”).  At the Closing, the several Purchasers shallpay their respective portions of the Purchase Price by wire transfer ofimmediately available funds (to the wire address attached as Exhibit Bhereto) or by delivery of a check payable to the Company (or a combinationthereof) and the Company will issue and deliver certificates representing theShares to each Purchaser in the names and amounts set forth on Exhibit A(collectively, the “Certificates”). There will be no conditions to the Closing.

             2.          Representations and Warranties ofthe Purchasers.  Each Purchaserrepresents and warrants to the Company, severally and not jointly, on the datehereof and as of the Closing Date, as follows:

                           (a)         Investment.  Such Purchaser is acquiring its respectiveportion of the Shares for its own account, for investment and not with a viewto, or for sale in connection with, any distribution thereof, nor with anypresent intention of distributing or selling the same.

                           (b)        Opportunity to Ask Questions;Economic Risk.  Such Purchaser has substantial experience in evaluating andinvesting in private placement transactions of securities in companies similarto the Company so that it is capable of evaluating the merits and risks of itsinvestment in the Company and has the capacity to protect its owninterests.  Such Purchaser must bear theeconomic risk of an investment in the Shares indefinitely unless a subsequentdisposition thereof is registered pursuant to the Securities Act of 1933, asamended (the “Securities Act”), or an exemption from registration isavailable.  Such Purchaser hashad the opportunity to ask questions of, and receive answers from, managementconcerning the terms and conditions of the offering of the Shares.  Such Purchaser has made detailed inquiryconcerning the Company and its business and personnel; the officers of theCompany have made available to such Purchaser any and all written informationwhich it has requested and have answered to such Purchaser's satisfaction allinquiries made by it.

                           (c)         No Registration of Shares; Legend.  Such Purchaser acknowledges that the Sharesto be purchased by it have not been registered under the Securities Act andcannot be resold or otherwise disposed of unless the Shares are subsequentlyregistered under the Securities Act or unless an exemption from suchregistration is available.  Accordingly,each Certificate shall bear a legend substantially in the following form:

| THE  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE  SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE  TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE  REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO  THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. |
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             Such Purchaser understands that theCompany has no present intention of registering the Shares.  Such Purchaser also understands that thereis no assurance that any exemption from registration under the Securities Actwill be available and that, even if available, such exemption may not allowsuch Purchaser to transfer all or any portion of the Shares, under thecircumstances, in the amounts or at the times such Purchaser might propose.

                           (d)        Accredited Investor Status.  Such Purchaser is an “accredited investor”as such term is defined in Rule 501(a) under the Securities Act.

                           (e)         Existence, Authority andEnforceability.  If such Purchaseris a corporation or partnership, such corporation or partnership is dulyincorporated or formed, as the case may be, validly existing and in goodstanding under the laws of its jurisdiction of incorporation or formation, asthe case may be, and the execution, delivery and performance by such Purchaserof this Agreement, and the consummation by such Purchaser of the transactionscontemplated hereby, are within its corporate or partnership power andauthority, and have been duly authorized by all necessary corporate orpartnership action.  This Agreementconstitutes a valid and binding obligation of such Purchaser, enforceableagainst such Purchaser in accordance with its terms.

                           (f)         Confidential Information.  At all times during the Company’s offeringof the Shares to it, such Purchaser has maintained in confidence all non-publicinformation regarding the Company or its securities received by such Purchaserfrom the Company or its agents, and covenants that it will continue to maintainin confidence such information until such information becomes generallypublicly available other than through a violation of this provision by any suchPurchaser or its agents.

             3.          Representations and Warranties ofthe Company.  The Company herebyrepresents and warrants to the Purchasers, on the date hereof and as of theClosing Date, as follows:

                           (a)         Corporate Existence andAuthorization.  The Company is acorporation duly incorporated, validly existing and in good standing under thelaws of the State of Delaware.  Theexecution, delivery and performance by the Company of this Agreement and theconsummation by the Company of the transactions contemplated hereby are withinthe corporate power and authority of the Company and have been duly authorizedby all necessary corporate action.  ThisAgreement has been duly authorized, executed and delivered by the Company andconstitutes a valid and binding obligation of the Company, enforceable againstthe Company in accordance with its terms.

                           (b)        Governmental Authorization.  Assuming the accuracy of the representationsand warranties set forth in Section 2, the execution, delivery and performanceby the Company of this Agreement, and the consummation of the transactionscontemplated by this Agreement by the Company, do not and will not require anyconsent, approval or action by or in respect of, or any declaration, filing orregistration with, any governmental authority, other than the filing of a FormD under the Securities Act and certain filings under applicable statesecurities and blue sky laws which have been made or will be made after theClosing and other than in connection with the registration requirements setforth in Section 4.

                           (c)         Non-Contravention.  Theexecution, delivery and performance by the Company of this Agreement, and theconsummation of the transactions contemplated by this Agreement by the Company,do not and will not, with or without the giving of notice, the lapse of time orboth: (i) contravene or conflict with the certificate of incorporation orby-laws of the Company or any material agreement to which the Company is aparty, or (ii) assuming that the filings referred to in Section 3(b) above aremade, contravene or conflict with or constitute a violation of any provision ofany law, rule, regulation, judgment, injunction, order or decree binding uponor applicable to the Company.

                           (d)        SEC Documents; Disclosure; FinancialStatements.  (i)  The Company has made available to thePurchasers prior to the date hereof copies of its Annual Report on Form 10-Kfor the fiscal year ended December 31, 2000 ("Form 10-K"), itsQuarterly Report on Form 10-Q for the period ended March 31, 2001 ("Form10-Q") and all other registration statements, reports and proxy statementsfiled by the Company with the Securities and Exchange Commission (the"Commission") on or after December 31, 2000 (the Form 10-K, Form 10-Qand such registration statements, reports and proxy statements, arecollectively referred to herein as the "SEC Documents").  Each of the SEC Documents, as of therespective date thereof, did not, and each of the registration statements,reports and proxy statements filed by the Company with the Commission after thedate hereof and prior to the Closing will not, as of the date thereof, containany untrue statement of a material fact or omit to state a material factnecessary in order to make the statements made therein, in light of thecircumstances under which they were made, not misleading, except as may havebeen corrected in a subsequent SEC Document.

             (ii)  Since January 1, 2001, the Company has dulyfiled with the Commission all registration statements, reports and proxystatements required to be filed by it under the Securities Exchange Act of1934, as amended, and the Securities Act. Each of the audited and unaudited consolidated financial statements ofthe Company included in the SEC Documents filed prior to the date hereof hasbeen prepared in accordance with generally accepted accounting principlesapplied on a consistent basis (except as may be indicated therein or in thenotes thereto) and fairly presents the consolidated financial position of the Companyand its consolidated subsidiaries as at the date thereof or the consolidatedresults of their operations or cash flows for the periods then ended (subjectto normal year end audit adjustments, which adjustments in the aggregate willnot be material in amount or effect, in the case of unaudited interim financialstatements).

                           (e)         No Material Adverse Change.  Except as disclosed in any of the SECDocuments, since April 1, 2001 there has been no material adverse change in thebusiness, assets, condition (financial or otherwise), results of operations orprospects of the Company and its subsidiaries, taken as a whole.

                           (f)         Eligibility to Use Form S-3.  As of the date hereof, the Company iseligible to use Form S-3 under the Securities Act to register the Shares forresale as contemplated by Section 4 hereof.

                           (g)        The Shares.  The Shares have been duly authorized andwill, when issued in accordance with this Agreement, be validly issued, fullypaid and nonassessable.

             4.          Registration Rights.

                           (a)         Applicability.  Notwithstanding any other provision hereof,for the purposes of Sections 4(b)-(h) hereof only, the term “Purchasers” asused in such Sections 4(b)-(i) shall refer to all of the Purchasers otherthan Dale Kutnick and Salomon Smith Barney, as IRA custodian for the benefit ofDale Kutnick.

                           (b)        Certain Definitions.  For purposes of this Section 4, thefollowing terms shall have the meanings set forth below: 

                           “Black-outPeriod” shall mean, with respect to the Company, that period commencing onthe 15th day of each of March, June, September and December of any year andending 48 hours after the public announcement by the Company of its earningsfor its fiscal year or quarter, as the case may be, that ends on the last dayof such month.

                           “PotentialMaterial Event” shall mean any of the following: (a) the possession by theCompany of material non-public information required to be disclosed in theResale Registration Statement, and the determination in good faith by the Boardof Directors of the Company that disclosure of such information in the ResaleRegistration Statement at that time would either not be advisable or may bedetrimental to the business and affairs of the Company; (b) any materialengagement or activity by the Company, including (but not limited to) anypending or scheduled public offering of the Company’s securities, anacquisition, merger, recapitalization, consolidation, reorganization or similartransaction by or of the Company, any pre-existing and continuing negotiations,discussions or pending proposals with respect to any of the foregoingtransactions, or the financial condition of the Company in view of thedisclosure of any pending or threatened litigation, claim, assessment orgovernmental investigation which may be required thereby; which would, in thegood faith determination of the Board of Directors of the Company, be adverselyaffected by disclosure in the Resale Registration Statement at such time, whichdetermination shall be accompanied by a good faith determination by the Boardof Directors of the Company that the Resale Registration Statement would bematerially misleading absent the inclusion of such information.

                           “RegistrationExpenses” means the expenses incurred by the Company in complying withSection 4 hereof, including registration and filing fees, securities exchangeor market listing fees, printing expenses, fees and disbursements of counselfor the Company, reasonable fees and reasonable disbursements of one counselfor the selling Purchasers, state blue sky fees and expenses, and the expenseof any special audits incident to or required by any such registration, butexcluding any underwriting commissions, discounts and selling concessions andany stock transfer, issuance or other taxes and fees and expenses of anyadditional counsel to the selling Purchasers, if any.

                           “RegistrableShares” means any Shares originally issued to any Purchaser pursuant tothis Agreement and any additional unregistered shares of common stock of theCompany received by such Purchasers as a stock dividend on the RegistrableShares, or pursuant to a stock split or similar recapitalization of theCompany’s common stock, provided, however, that RegistrableShares shall not include any such shares of common stock of the Company that asof the date of the determination (x) have previously been sold by a Purchaserpursuant to Rule 144 under the Securities Act or the Resale RegistrationStatement or (y) may be sold without limitation pursuant to Rule 144(k) underthe Securities Act.

                           (c)         Resale Registration Statement.  Upon the written request (the “DemandNotice”) of holders of at least 40% of the Registrable Shares (which requestshall list the number of Registrable Shares desired by any such holder to beregistered and may not be made prior to October 31, 2001), the Company shalluse all commercially reasonable efforts to file with the Commission aregistration statement (the “Resale Registration Statement”) on Form S-3 (orsuch other applicable short form) registering the Registrable Shares for resaleunder the Securities Act so requested to be registered.  In such case, the Company shall use allcommercially reasonable efforts to cause the Resale Registration Statement tobecome effective as expeditiously as possible (although the Company shall notbe required to cause the Resale Registration Statement to become effectiveprior to December 31, 2001) and to remain effective until the earlier of (x)the date which is the second anniversary of the Closing Date and (y) the dateon which all Registrable Shares shall have been either transferred pursuant tothe Resale Registration Statement or are no longer Registrable Shares.  In the event a Demand Notice is delivered,the Company shall promptly notify all Purchasers that were not signatories tothe Demand Notice that such notice has been delivered and such Purchasers shallhave ten (10) business days after receipt of such notice to notify the Companyin writing as to whether such Purchaser desires to have any of its RegistrableShares registered on the Resale Registration Statement.  Any such notice shall state the number ofRegistrable Shares desired to be registered. The Company shall be obligated to register Registrable Shares pursuantto this Section 4 on one occasion only, provided, however, that suchobligation shall be deemed satisfied only when a registration statementcovering all Registrable Shares specified in notices received as aforesaid, forsale in accordance with the method of disposition specified by the requestingholders, shall have become effective and, if such method of disposition is afirm commitment underwritten public offering, all such shares shall have beensold pursuant thereto.  Notwithstandingthe foregoing, during any Black-out Period and if at any time or from time totime after the Closing Date, the Company notifies the Purchasers in writing ofthe existence of a Potential Material Event, (i) the Company shall not beobligated to file the Resale Registration Statement with the Commission (ifsuch filing has not already been made), (ii) the Company shall not be obligatedto cause the Resale Registration Statement to become effective (if the ResaleRegistration Statement has been filed with the Commission), and/or (iii) thePurchasers shall not offer or sell any Registrable Shares, or engage in anyother transaction involving or relating to the Registrable Shares (if theResale Registration Statement has been declared effective by the Commission),until the Black-out Period has expired or from the time of the giving of noticewith respect to a Potential Material Event until such Purchaser receiveswritten notice from the Company that such Potential Material Event either hasbeen disclosed to the public or no longer constitutes a Potential MaterialEvent.  In addition, the Company shallbe entitled, upon notice to the Purchasers in writing of the existence of aPotential Material Event, to withdraw or suspend the Resale RegistrationStatement until such time as such Potential Material Event either has beendisclosed to the public or no longer constitutes a Potential Material Event, atwhich time the Company shall use all commercially reasonable efforts to refileor reinstate the Resale Registration Statement and cause it to becomeeffective.

                           (d)        Further Obligations of the Company.  The Company shall also do the following: 

                                        (i)          Notify the Purchasers promptly uponthe effectiveness of the Resale Registration Statement.  Furnish to each Purchaser such copies ofeach preliminary and final prospectus and such other documents as suchPurchaser may reasonably request to facilitate the public offering of itsRegistrable Shares;

                                        (ii)         Use commercially reasonable efforts toregister or qualify the shares covered by said registration statement under theapplicable securities or blue sky laws of such jurisdictions as any sellingPurchaser may reasonably request; provided, however, that the Companyshall not be obligated to qualify to do business in any jurisdictions where itis not then so qualified or to take any action which would subject it to theservice of process in suits other than those arising out of the offer or saleof the securities covered by the Resale Registration Statement in anyjurisdiction where it is not then so subject;

                                        (iii)        Furnish, upon request, to each sellingPurchaser a copy of all documents filed with and all correspondence from or tothe Commission in connection with any such offering of the Registrable Shares;and

                                        (iv)       Notify on a timely basis each seller ofthe Registrable Shares at any time when a prospectus relating to theRegistrable Shares is required to be delivered under the Securities Act of thehappening of any event as a result of which the prospectus included in suchResale Registration Statement, as then in effect, includes an untrue statementof a material fact or omits to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in light ofthe circumstances then existing and, at the request of such seller, prepare andfurnish to such seller a reasonable number of copies of a supplement to or anamendment of such prospectus as may be necessary so that, as thereafterdelivered to the offerees of such shares, such prospectus shall not include anuntrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein not misleadingin light of the circumstances then existing.

                           (e)         Further Obligations of Purchasers.  In connection with any registration pursuantto this Agreement in which Registrable Shares held by a Purchaser are to beregistered, such Purchaser shall furnish to the Company in writing suchinformation with respect to such Purchaser and the sale or distributionproposed by such Purchaser as the Company reasonably requests for use inconnection with any such registration statement or prospectus or otherwise asshall be reasonably required in connection with any registration, qualificationor compliance referred to in this Agreement. Such provision of information by a Purchaser is a condition precedent tothe obligations of the Company to register the Registrable Shares of suchPurchaser pursuant to Section 4 of this Agreement.

                           (f)         Allocation of Expenses.  The Company shall pay all of the RegistrationExpenses incurred by the Company in complying with Section 4 of thisAgreement.  In no event shall theCompany have any obligation to pay or otherwise bear any portion of theunderwriters’ commissions or discounts and selling concessions, any fees and expensesof more than one counsel to the selling Purchasers, if any, or stock transfer,issuance or other tax attributable to the Registrable Shares being offered andsold by any of the Purchasers.

                           (g)         Selection of Broker.  Unless otherwise agreed to by the Company inwriting, the Registrable Shares registered pursuant to this Agreement shall besold by the selling Purchasers through one of at least two brokers or dealersselected by the Company, and reasonably acceptable to the selling Purchasers,at the time of such registration.

                           (h)        Indemnification and Contribution.  (i) In the event of a registration of any of the Registrable Shares underthe Securities Act pursuant to this Section 4, the Company will indemnify andhold harmless each seller of such Registrable Shares thereunder, eachunderwriter of such Registrable Shares thereunder and each other person, ifany, who controls such seller or underwriter within the meaning of theSecurities Act, against any losses, claims, damages or liabilities, joint orseveral, to which such seller, underwriter or controlling person may becomesubject under the Securities Act or otherwise, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out of or arebased upon any untrue statement or alleged untrue statement of any materialfact contained in any registration statement under which such RegistrableShares were registered under the Securities Act pursuant to this Section 4, anypreliminary prospectus or final prospectus contained therein, or any amendmentor supplement thereof, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading, and will reimburseeach such seller, each such underwriter and each such controlling person forany legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action, provided,however, that the Company will not be liable in any such case (x) if andto the extent that any such loss, claim, damage or liability arises out of oris based upon an untrue statement or alleged untrue statement or omission oralleged omission so made in conformity with information furnished by suchseller, such underwriter or such controlling person in writing specifically foruse in such registration statement or prospectus or (y) if in the case of asale directly by such seller of Registrable Shares, such untrue statement oralleged untrue statement or omission or alleged omission was contained in apreliminary prospectus and corrected in a final or amended prospectus, and suchseller of Registrable Shares failed to deliver a copy of the final or amendedprospectus at or prior to the confirmation of the sale of the RegistrableShares to the person asserting any such loss, claim, damage or liability in anycase where such delivery is required by the Securities Act or any statesecurities laws.

                                        (ii)         In the event of a registration of anyof the Registrable Shares under the Securities Act pursuant to this Section 4,each seller of such Registrable Shares thereunder, severally and not jointly,will indemnify and hold harmless the Company, each person, if any, who controlsthe Company within the meaning of the Securities Act, each officer of theCompany who signs the registration statement, each director of the Company,each underwriter and each person who controls any underwriter within themeaning of the Securities Act, against all losses, claims, damages orliabilities, joint or several, to which the Company or such officer, director,underwriter or controlling person may become subject under the Securities Actor otherwise, insofar as such losses, claims, damages or liabilities (oractions in respect thereof) arise out of or are based upon any untrue statementor alleged untrue statement of any material fact contained in the registrationstatement under which such Registrable Shares was registered under the SecuritiesAct pursuant to this Section 4, any preliminary prospectus or final prospectuscontained therein, or any amendment or supplement thereof, or arise out of orare based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, and will reimburse the Company and each such officer, director,underwriter and controlling person for any legal or other expenses reasonablyincurred by them in connection with investigating or defending any such loss,claim, damage, liability or action, provided, however, that suchseller will be liable hereunder in any such case (x) if and only to the extentthat any such loss, claim, damage or liability arises out of or is based uponan untrue statement or alleged untrue statement or omission or alleged omissionmade in reliance upon and in conformity with information pertaining to suchseller, as such, furnished in writing to the Company by such sellerspecifically for use in such registration statement or prospectus or (y) if inthe case of a sale directly by such seller of Registrable Shares, such untruestatement or alleged untrue statement or omission or alleged omission wascontained in a preliminary prospectus and corrected in a final or amendedprospectus, and such seller of Registrable Shares failed to deliver a copy ofthe final or amended prospectus at or prior to the confirmation of the sale ofthe Registrable Shares to the person asserting any such loss, claim, damage orliability in any case where such delivery is required by the Securities Act orany state securities laws, and provided, further, however,that the liability of each seller hereunder shall be limited to the netproceeds received by such seller from the sale of Registrable Shares covered bysuch registration statement. 

                                        (iii)        Promptly after receipt by an indemnifiedparty hereunder of notice of the commencement of any action, such indemnifiedparty shall, if a claim in respect thereof is to be made against theindemnifying party hereunder, notify the indemnifying party in writing thereof,but the omission so to notify the indemnifying party shall not relieve it fromany liability which it may have to such indemnified party other than under thisSection 4(h) and shall only relieve it from any liability which it may have tosuch indemnified party under this Section 4(h) if and to the extent theindemnifying party is prejudiced by such omission.  In case any such action shall be brought against any indemnifiedparty and it shall notify the indemnifying party of the commencement thereof,the indemnifying party shall be entitled to participate in and, to the extentit shall wish, to assume and undertake the defense thereof with counselsatisfactory to such indemnified party, and, after notice from the indemnifyingparty to such indemnified party of its election so to assume and undertake thedefense thereof, the indemnifying party shall not be liable to such indemnifiedparty under this Section 4(h) for any legal expenses subsequently incurred bysuch indemnified party in connection with the defense thereof other thanreasonable costs of investigation and of liaison with counsel so selected, provided,however, that, if the defendants in any such action include both theindemnified party and the indemnifying party and the indemnified party shallhave reasonably concluded that there may be reasonable defenses available to itwhich are different from or additional to those available to the indemnifyingparty or if the interests of the indemnified party reasonably may be deemed toconflict with the interests of the indemnifying party, the indemnified partyshall have the right to select a separate counsel and to assume such legaldefenses and otherwise to participate in the defense of such action, with theexpenses and fees of such separate counsel and other expenses related to suchparticipation to be reimbursed by the indemnifying party as incurred.  No indemnified party shall settle,compromise or consent to the entry of a judgment in any pending or threatenedaction, suit, proceeding or other claim for which recovery may be availableunder this Section 4 without the prior written consent of the indemnifyingparty.

                                        (iv)       In order to provide for just andequitable contribution to joint liability under the Securities Act in any casein which either (i) any holder of Registrable Shares exercising rights underthis Agreement, or any controlling person of any such holder, makes a claim forindemnification pursuant to this Section 4(h) but it is judicially determined(by the entry of a final judgment or decree by a court of competentjurisdiction and the expiration of time to appeal or the denial of the lastright of appeal) that such indemnification may not be enforced in such casenotwithstanding the fact that this Section 4(h)  provides for indemnification in such case, or (ii) contributionunder the Securities Act may be required on the part of any such selling holderor any such controlling person in circumstances for which indemnification isprovided under this Section 4(h); then, and in each such case, the Company andsuch holder will contribute to the aggregate losses, claims, damages orliabilities to which they may be subject (after contribution from others) in suchproportion so that such holder is responsible for the portion represented bythe percentage that the public offering price of its Registrable Shares offeredby the registration statement bears to the public offering price of allsecurities offered by such registration statement, and the Company isresponsible for the remaining portion; provided, however, that,in any such case, (A) no such holder will be required to contribute any amountin excess of the public offering price of all such Registrable Shares offeredby it pursuant to such registration statement; and (B) no person or entityguilty of fraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) will be entitled to contribution from any person or entitywho was not guilty of such fraudulent misrepresentation.

                           (i)          Transferability of RegistrationRights.  The registration rightsgranted in this Section 4 may be assigned or transferred in connection with asale of Registrable Shares or otherwise if (x) the transferee is a partner,stockholder or affiliate of a Purchaser, (y) the transferee is not a directcompetitor of the Company and (z) the transferor notifies the Company of thetransfer in writing and provides the Company with the transferee’s name andaddress and the number of Registrable Shares acquired.  Except as provided in the previous sentence,the registration rights granted in this Section 4 may not be assigned ortransferred in connection with a sale of the Registrable Shares or otherwise.

             5.          Miscellaneous.  Each of the parties hereto covenants andagrees upon the request of the Company (in the case of one or more of thePurchasers) or the request of one or more of the Purchasers (in the case of theCompany), to do, execute, acknowledge and deliver or cause to be done,executed, acknowledged and delivered all such further acts, deeds, documents,powers of attorney and assurances as may be reasonably necessary or desirableto give full effect to this Agreement. Except as may be otherwise required by law, without the prior writtenconsent of the Company, Purchasers shall not make any public disclosure of thetransactions contemplated hereby until such information becomes generallypublicly available other than through a violation of this provision by any Purchaseror its agents.  The Company and thePurchasers shall pay all of their own fees and expenses incurred in connectionwith this Agreement and the transactions contemplated hereby, including,without limitations, those of any agents, advisors or finders retained by anysuch party.  Any amendment of thisAgreement shall not be effective unless signed in writing by all partieshere.  This Agreement supercedes anyother agreement, whether written or oral, that may have been made or enteredinto by the parties hereto relating to the matters contemplated hereby, andconstitutes the entire agreement by the parties.  Headings and captions in this Agreement are for convenience onlyand shall not be considered a part of this Agreement.  This Agreement shall inure to the benefit of and be binding uponthe parties hereto and their respective successors and assigns.  This Agreement shall be construed andinterpreted according to the laws of the State of Delaware, without givingeffect to its principles of conflicts of laws. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone agreement.  A document signed andtransmitted by facsimile machine or telecopier shall be treated as an originaldocument and the signature of any party on such document shall be considered asan original signature.

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             INWITNESS WHEREOF, this Agreement has been executed by the parties hereto as ofthe day and year first above written.

|   | META GROUP, INC.               |
|--------|--------------------------------|
|   |                           |   |   |
|   | By:                            | /s/  John Piontkowski |
|   |                           |  |
|   |                           | Name: | John  Piontkowski |
|   |                           | Title: | Chief  Financial Officer |
|   |                           |   |   |
|   | PURCHASERS:                    |
|   |                           |   |   |
|   | FIRST ALBANY CORPORATION       |
|   |                           |
|   | By:                            | /s/ George McNamee |
|   |                           |  |
|   |                           | Name: | George  McNamee |
|   |                           | Title: | Chairman |
|   |                           |   |   |
|   | ARDENT RESEARCH PARTNERS, LTD  |
|   |                           |
|   | By:                            | /s/ Francis J. Saldutti |
|   |                           |  |
|   |                           | Name: | Francis  J. Saldutti |
|   |                           | Title: | General  Partner |
|   |                           |   |   |
|   | ARDENT RESEARCH PARTNERS, L.P. |
|   |                           |
|   | By:                            | /s/ Francis J. Saldutti |
|   |                           |  |
|   |                           | Name: | Francis  J. Saldutti |
|   |                           | Title: | General  Partner |
|   |                           |   |   |
|   |                           | /s/  Dale Kutnick |
|   |                           |  |
|   |                           | Dale  Kutnick |

 

|   | JMI  Equity Fund IV, L.P.      |
|--------|--------------------------------|
|   | By:                            | JMI  Associates IV, L.L.C. |
|   |                           | its  General Partner |
|   |                           |   |   |
|   | By:                            | /s/ Bradford D. Woloson |
|   |                           |  |
|   |                           | Name: | Bradford  D. Woloson |
|   |                           | Title: | Managing  Member |
|   |                           |   |   |
| .      | JMI  Equity Fund IV (AI), L.P  |
|   | By:                            | JMI  Associates IV, L.L.C. |
|   |                           | its  General Partner |
|   |                           |   |   |
|   | By:                            | /s/ Bradford D. Woloson |
|   |                           |  |
|   |                           | Name: | Bradford  D. Woloson |
|   |                           | Title: | Managing  Member |
|   |                           |   |   |
|   | JMI  Euro Equity Fund IV, L.P. |
|   | By:                            | JMI  Associates IV, L.L.C. |
|   |                           | its  General Partner |
|   |                           |   |   |
|   | By:                            | /s/ Bradford D. Woloson |
|   |                           |  |
|   |                           | Name: | Bradford  D. Woloson |
|   |                           | Title: | Managing  Member |
|   |                           |   |   |
|   | JMI  Equity Side Fund, L.P.    |
|   | By:                            | JMI  Side Associates, L.L.C. |
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            | /s/ Bradford D. Woloson |
|   |                           |  |
|   |                           | Name: | Bradford  D. Woloson |
|   |                           | Title: | Vice  President |

 

|   | Salomon  Smith Barney,       |
|--------|------------------------------|
|   | as  IRA custodian for        |
|   | the  benefit of Dale Kutnick |
|   |                         |
|   | By:                          | /s/ George Parsons |
|   |                         |  |
|   |                         | Name: | George Parsons |
|   |                         | Title: | Vice  President/ Operations Manager |

**Exhibit A**

 

| **Name and Address of Purchaser**    | **No.  of Shares** |   | **Purchase  Price** |   |
|--------------------------------------|--------------------|--------|---------------------|--------|
|                                      |                    |   |                     |   |
| First Albany  Corporation            | 719,424            |   | $1,999,998.72       |   |
| 30 South Pearl Street                |               |   |                |   |
| Albany, NY  12207               |               |   |                |   |
| Contact:  Mr. George C. McNamee |               |   |                |   |
| Phone Number: (518)  447-8501        |               |   |                |   |
| E-mail:  george.mcnamee@fac.com |               |   |                |   |
|                                 |               |   |                |   |
| JMI Equity Fund IV,  L.P.            | 505,421            |   | $1,405,070.38       |   |
| 1119 St. Paul Street                 |               |   |                |   |
| Baltimore, MD  21202            |               |   |                |   |
| Contact:  Mr. Harry Gruner      |               |   |                |   |
| Phone Number:  (410) 385-2691   |               |   |                |   |
| E-mail:  hgruner@jmi-inc.com    |               |   |                |   |
|                                 |               |   |                |   |
| JMI Equity Fund IV  (AI), L.P.       | 40,024             |   | $111,266.72         |   |
| 1119 St. Paul Street                 |               |   |                |   |
| Baltimore, MD  21202            |               |   |                |   |
| Contact:  Mr. Harry Gruner      |               |   |                |   |
| Phone Number:  (410) 385-2691   |               |   |                |   |
| E-mail:  hgruner@jmi-inc.com    |               |   |                |   |
|                                 |               |   |                |   |
| JMI Euro Equity Fund  IV, L.P.       | 161,389            |   | $448,661.42         |   |
| 1119 St. Paul Street                 |               |   |                |   |
| Baltimore, MD  21202            |               |   |                |   |
| Contact:  Mr. Harry Gruner      |               |   |                |   |
| Phone Number:  (410) 385-2691   |               |   |                |   |
| E-mail:  hgruner@jmi-inc.com    |               |   |                |   |
|                                 |               |   |                |   |
| JMI Equity Side Fund,  L.P.          | 12,590             |   | $35,000.20          |   |
| 1119 St. Paul Street                 |               |   |                |   |
| Baltimore, MD  21202            |               |   |                |   |
| Contact:  Mr. Harry Gruner      |               |   |                |   |
| Phone Number:  (410) 385-2691   |               |   |                |   |
| E-mail:  hgruner@jmi-inc.com    |               |   |                |   |

 

| Ardent Research  Partners, LTD               | 35,971  |      | $99,999.38  |          |
|----------------------------------------------|---------|-----------|-------------|---------------|
| 153 East 53rd  Street   Suite 4800 |    |      |        |          |
| New York, NY  10022                     |    |      |        |          |
| Contact:  Mr. Francis J. Saldutti       |    |      |        |          |
| Phone Number:  (212) 508-7025           |    |      |        |          |
| E-mail:  fsaldutti@ardentresearch.com   |    |      |        |          |
|                                         |    |      |        |          |
| Ardent Research  Partners, LP                | 35,971  |      | $99,999.38  |          |
| 153 East 53rd  Street   Suite 4800 |    |      |        |          |
| New York, NY  10022                     |    |      |        |          |
| Contact:  Mr. Francis J. Saldutti       |    |      |        |          |
| Phone Number:  (212) 508-7025           |    |      |        |          |
| E-mail:  fsaldutti@ardentresearch.com   |    |      |        |          |
|                                         |    |      |        |          |
| Salomon Smith Barney,                        | 121,000 |      | $336,380.00 |          |
| as IRA custodian for                         |    |      |        |          |
| the benefit of Dale  Kutnick                 |    |      |        |          |
| 950 Winter Street                            |    |      |        |          |
| Suite 4400                                   |    |      |        |          |
| Waltham, MA 02451                            |    |      |        |          |
| Contact:  Mr. Herman Bruckner           |    |      |        |          |
| Phone Number:  (781) 672-5106           |    |      |        |          |
| E-mail:                                      |    |      |        |          |
|                                         |    |      |        |          |
| Mr. Dale Kutnick                             | 94,827  |      | $263,619.06 |          |
| 23 Sherman Turnpike                          |    |      |        |          |
| Redding, CT  06875                      |    |      |        |          |
| Phone Number:  (203) 973-6731           |    |      |        |          |
| E-mail:  dale.kutnick@metagroup.com     |    |      |        |          |
|                                         |    |      |        |          |
|                                         | Totals  | 1,726,617 |        | $4,799,995.26 |   |
|                                         |         |      |             |          |
|                                              |         |           |             |               |  |