**Exhibit 10.1**

**META Group, Inc./JMI Long TermIncentive Compensation Plan**

**Waiver and Release Agreement**

Background

             Iunderstand that (i) META Group, Inc., a Delaware corporation (“META” orthe “Company”), plans to terminate the META Group, Inc./JMI Long TermIncentive Compensation Plan (the “Plan”) pursuant Section VI.E of thePlan; (ii) META plans to sell its entire partnership interest in all JMI Funds;and (iii) the termination of the Plan and sale by META of its partnershipinterest in all JMI Funds adversely affects my unvested ownership interest inand to all Units granted to me under the Plan. Based on these express understandings, I hereby consent to thetermination of my interest and rights in and to all Units that I have beengranted pursuant to the Plan, all of which are unvested, effective as of thedate below (the “Effective Date”). All capitalized terms used but not defined herein shall have themeanings ascribed thereto in the Plan.

Grant of Stock Options

             Inconsideration for executing this Waiver and Release Agreement (the “Agreement”)and subject to approval of the Company’s Board of Directors, META will grant tome an option to purchase that number of shares of the Company’s common stock,par value $.01 per share (“Common Stock”) equal to the number of Unitspreviously granted to and currently held by me multiplied by 1,000 (onethousand).  The purchase price for ashare of Common Stock subject to such option shall be equal to the fair marketvalue of one share of Common Stock at the close of business on the date of thegrant (the “Exercise Price”). The options will be subject to the terms and conditions of the Company’sAmended and Restated 1995 Stock Plan (the “Stock Option Plan”) and theCompany’s standard Incentive Stock Option Agreement or Non-Qualified StockOption Agreement, as applicable, between the Company and me.  One-third of such options shall be vested onthe date of grant, another one-third shall vest on the date which is 6 monthsfrom the grant date and the final one-third shall vest on the date which is theone year anniversary date of the grant date (in the latter two cases, subjectto continued employment with the Company). To the maximum extent possible, such options shall be intended toqualify as “incentive stock options” under Section 422 of the Internal RevenueCode of 1986, as amended.

Release

             Inconsideration for META’s stock option grant to me as described above, I and myrepresentatives, agents, estate, heirs, successors and assigns absolutely andunconditionally hereby voluntarily release, discharge, disclaim, waive,indemnify and hold harmless META and its parents, subsidiaries or affiliates,predecessors, successors or assigns, and its and their respective currentand/or former partners, directors, trustees, investors,shareholders/stockholders, officers, employees, attorneys and/or agents, allboth individually and in their official capacities, from any and all actions,claims, rights, liabilities or damages, whether existing or contingent, knownor unknown, that arise from and/or are related to the Plan, the termination ofsuch Plan and/or the termination of my interest and rights in and to all Unitsthat I have been granted pursuant to the Plan.

Documentation Provided

             Additionally,I hereby acknowledge receipt of the following documentation provided to me inconnection with my execution of this Agreement, each of which is attached as anexhibit to this Agreement:

| • | the  Plan (Exhibit A),                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the  Stock Option Plan (Exhibit B),                                                                                                                                                |
| • | the  Company’s Annual Report on Form 10-K for the fiscal year ended December 31,  2000 (Exhibit C),                                                                           |
| • | the  Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting  of Stockholders to be held in May 2001 (Exhibit D),                                         |
| • | Limited  Partnership Agreement of JMI Equity Side Fund, L.P. dated as of July 31, 1998  (Exhibit E),                                                                               |
| • | Confidential  Memorandum dated June 1998 for JMI Equity Side Fund, L.P. and Confidential  Offering Memorandum for JMI Equity Fund III, L.P. (Exhibit F),                           |
| • | the  JMI Equity Side Fund, L.P. financial statements and schedule for the twelve  months ended December 31, 2000 and 1999 (with independent auditors report  thereon) (Exhibit G), |
| • | the  JMI Equity Side Fund, L.P. Portfolio Review as of December 31, 2000 (Exhibit  H) and                                                                                          |
| • | the  JMI Equity Side Fund, L.P. Portfolio Review Schedule as of March 31, 2001 (Exhibit  I).                                                                                       |

 

             Iacknowledge that I have thoroughly read and understand the above documentationand have had a sufficient amount of time and opportunity to consider thesematerials and ask questions of META management about them in connection with myexecution of this Agreement.

Opportunity to AskQuestions

             I also acknowledge that I have hadan opportunity to discuss the Company’s business, management and financialaffairs with directors, officers and management of the Company.  I have also had the opportunity to askquestions of and receive answers from, the Company and its management regardingthe terms and conditions of this Waiver Agreement and Release and the subjectmatter hereof (namely the termination of the Plan, the termination of my Unitsand the granting of stock options in the Company) and the business andoperations of the Company.

             I further acknowledge that I have had an opportunity todiscuss the business, management, prospects and financial affairs of the JMIFunds with representatives of management of the JMI Funds.  I have also had the opportunity to askquestions of and receive answers from, such JMI Funds representatives regardingthe terms and conditions of this Waiver Agreement and Release and the subjectmatter hereof (namely the historical and prospective financial performance anddirect and indirect portfolio holdings of the JMI Funds).

Miscellaneous

             Iunderstand that I and the other Participants under the Plan are the onlypersons who are eligible to execute a form of this Agreement.  I acknowledge that the terms hereof weremade pursuant to arms’ length good faith negotiation among the parties.  I further understand that the effectivenessof this Agreement is not contingent on any other Participant signing a form ofthis Agreement.

             Nocommission or other remuneration is being paid or given directly or indirectlyin connection with soliciting the transactions contemplated by this Agreement.

             EachParticipant is urged, at his or her own expense, to consult with and rely onhis or her own advisors with respect to the individual consequences – tax,legal and otherwise – to him or her of entering into this Agreement.  I understand and acknowledge that Testa, Hurwitz& Thibeault, LLP represents META and the JMI Funds, and not me.

             Iacknowledge and agree that I have received the advice of independent counsel inconnection with this Agreement (or I have independently and of my own free-willdecided not to obtain such advice).  Iacknowledge that I have reviewed the terms of this Agreement (with independentcounsel if I have so chosen to do so), and that I am not relying upon any otherparty concerning this Agreement.  Ihereby represent and acknowledge that I have made this Agreement, including therelease stated herein, of my own free will and accord, and in accordance withmy own judgment upon advice of my own legal counsel (if applicable), and statethat I have not been induced to enter into this Agreement by any statement, actor representation of any kind or character on the part of anyone (other than myown counsel, if applicable).

             ThisAgreement shall be interpreted, construed and enforced in accordance with thesubstantive laws of the State of Connecticut without regard to its principlesof conflict of laws.

             ThisAgreement and the Plan set forth the complete and sole agreement between theparties regarding my agreement to terminate and waive all rights I have in andto any Units, and supersedes any and all other agreements or understandingsregarding this specific subject matter, whether written or oral, express orimplied.

             I intendthis Agreement to constitute my consent pursuant to the last sentence ofSection VI.E. of the Plan.

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|                                                   |   |   |   |    Signature  |
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|                                                   |   |   |   |    Print Name |
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|                                                   |   |   |   |    Date       |
| Agreed  and accepted to  as of the date written above: |   |   |
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| META  GROUP, INC.                                      |   |   |
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| By:                                                    |   |   |   |                    |
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|                                                   | Name:  |   |   |                    |
|                                                   | Title: |   |   |                    |