PAGE 21

EXHIBIT 10.1

                               META GROUP, INC./JMI

                      LONG TERM INCENTIVE COMPENSATION PLAN


         THIS PLAN is made this _____ day of ______,  1998, by META Group,  Inc.
(the "Company") for the benefit of Participants defined in this Plan.

                             W I T N E S S E T H:


         WHEREAS,  the  Company  desires  to  implement  a long  term  incentive
compensation plan to provide incentive compensation to its key personnel;

         WHEREAS,  the Plan is designed to motivate  key  personnel by rewarding
performance  based upon the  profits  and growth in value of the  Company and to
create a long term  financial  incentive  to retain key  personnel  as well as a
disincentive to join a competitor;

         WHEREAS, no party to this Plan intends to create an arrangement taxable
as a  partnership  for federal  income tax purposes  between the Company and the
Participants and,  accordingly,  the Participants  awarded Units pursuant to the
Plan recognize and agree that an exercise of Units under the Plan will result in
ordinary  compensation  income  subject to the  employment tax provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), and that any payments by
the  Company  for vested  Units  hereunder  will be  subject  to all  applicable
federal, state and local withholding taxes; and

         WHEREAS,  the Company proposes to implement the incentive  compensation
arrangements set forth above pursuant to the terms and conditions of this Plan;

         NOW, THEREFORE,  based upon the foregoing,  the Company establishes the
following:

I.       DEFINITIONS:

         A.     JMI III:

                JMI III is the JMI Equity Side Fund,  L.P.,  a Delaware  limited
                partnership.

         B.     JMI Funds:

                JMI Funds are, collectively, JMI III and, if formed, JMI IV.

         C.     JMI IV:

                JMI IV is the next fund to be established subsequent to JMI III.

         D.     Participant:

                Participant or Participants are the initial  Participants  named
                in  Schedule  A  attached  hereto  as  well  as  any  additional
                Participants  permitted to participate in the Plan under Section
                II.C.

<PAGE> 22
         E.     Participant Base Value:

                Participant  Base Value shall mean the Participant Unit Value of
                the  Participant's  Units on the last day of the Plan Year prior
                to the Plan Year in which the  Company  grants such Units to the
                Participant, as determined under Section III.B.

         F.     Participant Unit Value:

                The  Participant  Unit Value, at any time and for any Plan Year,
                shall be equal to (i) all  amounts  received  by the Company (in
                its  capacity as a partner)  from the JMI Funds  pursuant to the
                terms of the documents  governing the applicable JMI Fund, which
                number  shall  be  reduced  by (ii)  the sum of (x) all  amounts
                referred to in (i) which constitute return of capital previously
                contributed by the Company (in its capacity as a partner) to the
                JMI  Funds,  (y) an amount  equal to the 6% Fixed Rate of Return
                and (z) all amounts paid hereunder to any  Participant  pursuant
                to Section V, which  difference shall then be (iii) divided by a
                number  equal to one  thousand  (1,000) less the number of Units
                with respect to which  payment  hereunder has been made pursuant
                to Section V; provided that  notwithstanding any other provision
                hereof any amounts received by the Company (in its capacity as a
                partner)  from  either of the JMI Funds  shall be counted  first
                toward  the 6% Fixed Rate of Return  and then  toward  return of
                capital contributions.  The Board of Directors' determination of
                the Participant Unit Value will be final, conclusive and will be
                binding on the Participants hereunder.

         G.     Plan:

                The  Plan  is the  META  Group,  Inc./JMI  Long  Term  Incentive
                Compensation Plan established herein.

         H.     Plan Year:

                The Plan Year is the period from January 1 through  December 31,
                except that the initial plan year shall begin on the date of the
                commencement of JMI III (the "Commencement Date").

<PAGE> 23
         I.     6% Fixed Rate of Return:

                6% Fixed  Rate of Return  shall  mean an amount  which  would be
                equal, in the aggregate  since the initial capital  contribution
                by the Company in either of the JMI Funds, to a 6% annual return
                on  all  of  the  Company's   paid-in  and  unreturned   capital
                contributions  to the JMI Funds.  For this  purpose,  (A) the 6%
                return shall be cumulative  but not  compounded and (B) the base
                for the  computation  (i.e.,  previously  paid-in and unreturned
                capital  contributions)  shall be adjusted to take into  account
                the time capital  contributions  were made and the time of prior
                distributions constituting return of capital contributions.

         J.     Units:

                Units are rights granted to  Participants  hereunder.  The total
                number of Units initially  granted to the Participants  named on
                Schedule A shall be two hundred seventy (270).

II.      THE PLAN:

         A.     Purpose:

                The purpose of the Plan is to provide an economic  incentive  to
                motivate, reward and retain key management personnel by granting
                Units to Participants.

         B.     Effective Date:

                The Plan shall have an effective date of the Commencement  Date,
                and the first Plan Year shall commence on the Commencement Date,
                and shall end on December 31, 1998.

         C.     Participants:

                The  initial  Participants  are set forth on Schedule A attached
                hereto,  and  their   participation  in  the  Plan  shall  begin
                effective on the Commencement Date. Additional  Participants may
                be added to the Plan as  determined by the Board of Directors of
                the Company.

         D.     Administration:

                The Plan shall be administered by the Board of Directors,  or by
                a committee  appointed by the Board of Directors.  References to
                the Board of  Directors  in the Plan  shall be deemed to include
                references  to  the  committee  so  appointed  by the  Board  of
                Directors.  The  Board of  Directors  shall  have the  exclusive
                authority in its sole  discretion to select the key employees to
                be granted Units, to determine the number of Units to be granted
                to each key employee so selected  and to  determine  the time or
                times such Units will be granted.  The Board of Directors  shall
                have the exclusive authority to interpret the Plan, to adopt and
                revise  rules  relating  to the Plan and  otherwise  to make any
                determinations   it  deems   necessary  or  advisable   for  the
                administration  of the Plan. Any dispute or controversy  arising
                under or in connection with the  interpretation  or construction
                of the  Plan  shall  be  resolved  by the  Board  of  Directors;
                provided,  however,  that  Participants  granted Units hereunder
                shall  not be  precluded  from  maintaining  or  continuing  any
                actions  to  preserve  or  protect  the   benefits   granted  to
                Participants under the Plan. Any action or inaction by the Board
                of Directors with respect to the Plan shall be final, conclusive
                and binding on all parties with respect to all matters  relating
                to the Plan.

<PAGE> 24
III.     GRANTS OF UNITS:

         A.     Grants of Units:

                Units shall be granted to such key  employees  of the Company as
                the Board of Directors  shall  determine.  The maximum number of
                Units to be granted under the Plan shall not exceed one thousand
                (1,000).  Each grant of Units  under the Plan to a  Participant,
                the value of such Units as of the date of grant,  as well as the
                terms and conditions of such grant shall be  communicated by the
                Board of Directors in writing to the Participant  within 30 days
                after the date of grant.  If any  Units  granted  under the Plan
                shall be forfeited or canceled,  such Units may again be awarded
                under the Plan.

         B.     Valuation of Units on Grant Date:

                On  the  date  of  grant,   the  Participant  Base  Value  of  a
                Participant's  Units  shall be  determined  by  multiplying  the
                Participant  Unit Value for the Plan Year  immediately  prior to
                the Plan Year that  includes  the  grant  date by the  number of
                Units granted to such Participant;  provided,  however, that for
                the first Plan Year hereunder,  the Participant Unit Value shall
                be the Participant Unit Value as of the Commencement Date.

         C.     Valuation of Units on Payment Date:

                Upon any payment date, the value of a Participant's  Units shall
                be determined by multiplying the Participant  Unit Value for the
                Plan Year immediately preceding the Plan Year in which such date
                occurs  by  the  total   number  of  Units   then  held  by  the
                Participant.

IV.      VESTING OF UNITS:

         At the time of grant,  the Board of Directors shall  determine,  in its
discretion,  the vesting period for Units,  and shall provide  written notice of
the vesting period to Participants;  provided  however,  that Units shall always
become vested upon the first to happen of any event listed immediately below:

         A.       the fifth anniversary of the date of grant;

         B.       the Participant's becoming Disabled (as defined in the last 
                  sentence of this section);

         C.       the Participant's death; or

         D.       the later to occur of the termination or winding-up of JMI III
                  or, if formed,  JMI IV pursuant to the respective terms of the
                  applicable document governing such JMI Fund.

         Vesting  rights  shall  accrue  only  for so long as a  Participant  is
         continuously  employed  by the  Company,  unless  granted  a  leave  of
         absence.  For purposes of the Plan, a  Participant  will be  considered
         Disabled,  if, in the  determination  of the Board of  Directors,  such
         Participant  is  subject  to a physical  or mental  condition  which is
         expected by the Board of Directors to render the Participant  unable to
         perform his or her usual duties for the Company for a continuous period
         of at least 180 days.

V.       PAYMENTS FOR VESTED UNITS:

         A.       Payments for Vested Units:

                  1.  Except as provided in Section  V.A.3  (relating to  
                      termination  for cause) below, Participants  shall receive
                      payment for vested Units at the earlier of (a) at any time
                      after such Units have become  vested  provided  that the
                      Participant  has elected in writing to receive  payment  
                      therefor  and such Participant is employed by the Company
                      on the date of such election or (b)upon the Participant's 
                      termination of employment under the  circumstances

<PAGE> 25
                      described in Section V.A.2 below.  Notwithstanding  the  
                      foregoing, upon a Participant's  death  payment shall be
                      made to the  Participant's  personal representative.

                  2.  If a Participant voluntarily terminates his or her 
                      employment with the Company, or if such Participant's 
                      employment is terminated by the Company without cause, 
                      all of the unvested Units of such Participant shall be 
                      immediately forfeited and the Participant shall only be 
                      entitled to payments with respect to Units that are vested
                      on the date of termination. In connection with any such 
                      termination and in accordance with Section V.B., the 
                      Participant shall receive an amount equal to the value of 
                      his or her vested Units (as provided in Section III), 
                      reduced by the Participant Base Value of such Units.

                  3.  All  Units  (whether   vested  or  unvested)  of  any
                      Participant  shall be  immediately  forfeited  if the
                      Participant is terminated by the Company for "cause."
                      For purposes of the Plan, "cause" shall mean:

                      (a)  a  Participant's   conviction  of  any  criminal
                       violation  involving  dishonesty,  fraud or breach of
                       trust; (b) a Participant's  willful engagement in any
                       misconduct  in the  performance  of his or her duties
                       that   materially   injures   the   Company;   (c)  a
                       Participant's performance of any act of dishonesty or
                       moral turpitude which, in the reasonable  judgment of
                       the Board of Directors,  has or would have a material
                       adverse  impact  on  the  Company;  (d)  any  act  or
                       omission by a  Participant  that causes a  regulatory
                       body with  jurisdiction  over the  Company to demand,
                       request  or  recommend   that  the   Participant   be
                       suspended  or removed  from any position in which the
                       Participant  serves  with  the  Company;   or  (e)  a
                       Participant's willful and substantial  nonperformance
                       of assigned duties.

                       The Board of Directors shall determine  whether there
                       is   "cause"   for   involuntarily    terminating   a
                       Participant  and shall  deliver  a written  notice of
                       that decision to the  Participant.  This decision may
                       or may not be consistent  with the position  taken by
                       the Company for other employment purposes.

         B.       Terms of Payment:

                  1.   Payments for vested Units shall be made to a Participant,
                       or, in the case of death, to the Participant's personal 
                       representative.  Payments shall commence within 90 days 
                       of the date of the events set forth in Sections V.A.2 and
                       shall be made, at the election of the Participant, eithe
                       (i) in cash in two equal payments the first of which 
                       shall be made on a date specified by the Company within 
                       the 90-day period referred to in this sentence and the 
                       second of which shall be made on the first anniversary 
                       date of the first payment or (ii) in cash in equal annual
                       installments over a period not to be less than two years 
                       and not to exceed 5 years (such period to be in whole 
                       years but to be otherwise designated by the Participant).
                       If the Participant elects to require the Company to make
                       installment payments over the 5 year (or shorter) period
                       set forth in the previous sentence, the outstanding 
                       unpaid balance of the Participant's Units shall bear 
                       interest at the 90 day Treasury Bill rate, as adjusted 
                       as of the last day of the previous calendar quarter.
                       Any installment payments to a Participant shall reduce 
                       the base amount on which such interest is calculated.

                  2.   Notwithstanding   anything   in  this   Plan  to  the
                       contrary,  the Company shall have the right to offset
                       any payments to a Participant  under the Plan against
                       any liability which the Board of Directors determines
                       to be owing by the Participant to the Company.

<PAGE> 26
VI.      MISCELLANEOUS:

         A.       Severability and Entire Plan:

                  Should one or more provisions or part of a provision contained
                  in this Plan be,  for any  reason,  held  invalid,  illegal or
                  unenforceable in any respect,  such invalidity,  illegality or
                  unenforceability  shall not affect any other provision or part
                  of a provision of this Plan.  In addition,  this Plan shall to
                  the fullest  extent  lawful,  be reformed and  construed as if
                  such invalid or illegal or unenforceable provision, or part of
                  a  provision,   had  never  been  contained  herein  and  such
                  provision  or part  reformed so that it would be valid,  legal
                  and enforceable to the maximum extent possible.  This document
                  constitutes  the entire  Plan.  The Plan may only be modified,
                  altered,  or amended solely by the Board of Directors and only
                  by a written instrument.

         B.       Plan Not a Contract of Employment:

                  Neither the  creation of the Plan nor any  amendment to it nor
                  the  allocation of benefits  herewith gives legal or equitable
                  right to any Participant against the Company or any affiliate,
                  their  officers or employees,  except as provided in the Plan.
                  Participation  in the Plan does not give any  Participant  any
                  right to  continued  employment  with the Company or interfere
                  with  the  Company's   right  to  terminate  a   Participant's
                  employment at any time or for any reason. Participation in the
                  Plan shall not entitle any  Participant  to vote on any matter
                  concerning the operations of the Company. Participation in the
                  Plan  shall not  entitle  any  Participant  to have his or her
                  Units  credited or increased  or  otherwise  benefited by cash
                  distributions or any other  distributions  made by the Company
                  to its stockholders.

         C.       Governing Law:

                  The Plan will be  construed  under and governed by the laws of
                  the State of  Delaware,  without  reference to its conflict of
                  laws provisions.

         D.       Successors and Assigns:

                  This Plan shall be binding  upon and  enforceable  against the
                  heirs, successors and assigns of each of the parties hereto.
         E.       Amendment or Termination of Plan:

                  The Board of Directors  may alter or amend or  terminate  this
                  Plan  at  any  time  without  obtaining  the  approval  of any
                  Participant  and in such  event the Units  will vest over time
                  and be payable in accordance with this Plan as so amended.  No
                  Units  may be  granted  after the date of  termination  of the
                  Plan. No amendment to or termination of the Plan may adversely
                  affect any Units granted to a Participant prior to the date of
                  such  amendment  or  termination  without  the consent of such
                  adversely affected Participant.

         F.       Disputes:

                  All disputes  concerning the operation and  administration  of
                  the Plan shall be resolved by the Board of Directors.

         G.       Withholding Taxes:

                  Participants,  by accepting grants of Units thereunder,  agree
                  that the Company may withhold from such Participants' wages or
                  other   remuneration,   including   amounts   to  be  paid  to

<PAGE> 27
                  Participants  under this Plan,  all amounts of federal,  state
                  and local income and employment  taxes required to be withheld
                  in  connection  with the grant,  exercise  or vesting of Units
                  hereunder.  At the Company's discretion,  the amounts required
                  to be  withheld by the Board of  Directors  may be withheld in
                  cash   from   wages  or  other   remuneration   paid  to  such
                  Participants,   in  kind  from  any  other  property  paid  or
                  distributed to such Participants,  or otherwise.  Participants
                  further agree that, if any such withholding is insufficient to
                  satisfy the Company's  withholding  obligations,  Participants
                  will reimburse the Company on demand,  in cash, for the amount
                  underwithheld.

         H.       Unfunded Arrangement:

                  The  Plan  shall  at all  times be  entirely  unfunded  and no
                  provision   shall  at  any  time  be  made  with   respect  to
                  segregating  assets of the Company for payment of any benefits
                  hereunder.  No  Participant  or other  person  shall  have any
                  property  interest  in any  specific  assets of the Company by
                  reason  of the right to  receive a benefit  under the Plan and
                  any such  Participant  or other  person  shall  have  only the
                  rights of a general  unsecured  creditor of the  Company  with
                  respect  to any  rights  under the Plan.  Nothing in this Plan
                  shall  constitute  the  creation  of a  partnership,  trust or
                  fiduciary   relationship   between   the   Company   and   the
                  Participants  or any other  persons.  The Company shall not be
                  considered a partner or trustee by reason of the Plan.

         I.       Nontransferability:

                  Units  granted under the Plan,  and any rights and  privileges
                  pertaining thereto, may not be transferred,  assigned, pledged
                  or  hypothecated  in  any  manner,  by  operation  of  law  or
                  otherwise,  other than by will or by the laws of  descent  and
                  distribution,   and  shall  not  be  subject  to   attachment,
                  execution or similar process.  Any attempted transfer of Units
                  other than as provided herein shall be void.

         J.       Limitation on Liability:

                  The Board of  Directors  shall not be liable,  responsible  or
                  accountable  in damages or otherwise to a Participant  for any
                  action  taken  or  omitted,   provided,   that  the  Board  of
                  Directors'  action  or  failure  to act was in good  faith and
                  within the scope of the  authority  conferred  on the Board of
                  Directors  by  this  Plan,  the  charter  and  by-laws  of the
                  Company, or by any law.

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<PAGE> 28
                                SCHEDULE A


Participants                                       Units
------------                                       -----























Total Granted