10.1


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  COMMISSSION  PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT


                        APPLICATION PRODUCTIVITY STRATEGIES
                         DEVELOPMENT AND SERVICES AGREEMENT

         This  Application  Productivity  Strategies  Development  and  Services
Agreement  ("Agreement") made and entered into this 11th day of October, 1996 by
and among META Group, Inc. ("META"),  a Delaware corporation with offices at 208
Harbor  Drive,  Stamford,  Connecticut,  06912  and Rubin  Systems  Incorporated
("RSI"),  a New York  corporation  and  Howard  Rubin  ("Principal"),  both with
offices at 5 Winterbottom  Lane, Pound Ridge, New York, 10576. RSI and Principal
are sometimes referred to herein collectively as "RSI".

                               W I T N E S S E T H:
                               --------------------

     WHEREAS,  RSI and  Principal  are in the  business  of and are  experts in,
providing  software  programming  productivity  analysis and related services to
businesses, including information technology ("IT") vendors and users; and

     WHEREAS, Principal is the controlling shareholder and President of RSI; and

     WHEREAS, META and RSI wish to enter into an agreement under which RSI is to
develop for META certain products and perform certain services  described below;
and

     WHEREAS, META will provide certain services and distribution channels
described below; and

     WHEREAS,  RSI and META will jointly perform  certain  functions and produce
certain deliverables described below.

     NOW, THEREFORE,  in consideration of the premises and the terms hereinafter
set forth, the parties, intending to be legally bound, agree as follows:

     1. Services.  META hereby retains RSI to provide technical services for the
development,  implementation  and maintenance,  on an exclusive basis, of META's
Application  Productivity Strategies service ("APS") which shall include without
limitation  the  delivery  to META for use by META's  customers  of those  items
described  in  Exhibit  1 hereto.  META's  APS will  include  the  provision  of
research,  information  and consulting  services for META customers on an annual
retainer basis.  RSI shall provide to META such services through the services of
Principal  and  others  acceptable  to META.  RSI  acknowledges  that META lacks
knowledge and expertise  sufficient to perform such services for itself and that
META is and will be relying upon the  knowledge  and  expertise of RSI therefor,
which RSI hereby  warrants and represents are sufficient to develop and maintain
the APS as provided herein.

<PAGE> 2

     2. Responsibilities of the Parties. Each of META and RSI shall provide
the deliverables and services  described in Exhibit 1 annexed hereto in order to
maximize  the  profitability  of  the  APS.  The  parties  agree  to  use  their
commercially reasonable best efforts to deliver those items set forth in Exhibit
1 in a timely and  professional  manner,  pursuant to the  Milestones and Timing
Schedule  annexed  hereto as  Exhibit 2.  Notwithstanding  any  language  to the
contrary  contained  herein,  META shall,  in its sole and absolute  discretion,
determine how, when, where and whether to market or sell the APS.

     3.  Documentation.  RSI agrees that all documentation to be delivered to
META shall conform with generally  accepted  standards in the IT industry and be
acceptable to META in its sole and absolute  discretion,  which acceptance shall
be in writing.

     4.  Place of  Performing  Services.  The  services to be provided by RSI
hereunder  shall be performed  at RSI's  offices or other  mutually  agreed upon
location.  Except for  reasonable  expenses  incurred by RSI arising out of META
requests  for  services  beyond  those set forth in Exhibit 1, META shall not be
liable for any travel,  living or similar expenses incurred by RSI in connection
with the  services  to be  performed  hereunder  unless  otherwise  agreed to in
writing by the parties.

     5.  Time for  Performance  of  Services.  Within  ten (10)  days  after
execution  of  this  Agreement  by the  parties,  RSI  shall  commence  services
hereunder;  within ten (10) days  thereafter  the parties shall agree upon dates
for  completion  of all  phases  (set  forth  herein and on Exhibit 2) and shall
insert such dates on Exhibit 2 and initial  each such date.  RSI shall  complete
all phases of the  services to be provided  hereunder  by the dates to be so set
forth on Exhibit 2. If RSI does not complete a phase by the date for  completion
for reasons  beyond the  control of RSI, it shall have,  in the case of only the
first  instance of any such  failure,  up to an  additional  thirty (30) days to
complete such phase (and the date of completion of such  subsequent  phase shall
be extended by any such  additional  time);  if RSI fails to meet such  extended
dates,  META shall have the right,  in its sole  discretion,  to terminate  this
Agreement  without  further  obligation  or  liability  to RSI.  If RSI does not
complete a phase by the date to be set forth on Exhibit 2 for reasons within the
control of RSI, META shall have the right, in its sole discretion,  to terminate
this Agreement without further obligation or liability to RSI. If, within twenty
(20) days after date hereof,  the parties do not agree upon dates for completion
of all phases and set forth same on Exhibit 2, META shall have the right, in its
sole  discretion,  to terminate this  Agreement  without  further  obligation or
liability to RSI.

     6.  Term;  Termination.  (a) Unless otherwise  provided,  this Agreement
shall be in  effect  for a period  of five (5)  years  beginning  on the date of
execution  hereof;  provided,  however,  that if not terminated  pursuant to the
provisions  of Section 6(b) hereof,  upon  expiration of the initial term or any
extension thereof,  this Agreement shall be automatically renewed for successive
one (1) year terms unless terminated by either party for any reason or no reason
on at least  ninety (90) days notice prior to the end of the initial term or any
renewal term.

         (b) This Agreement may be unilaterally terminated as follows:


                  (i)      A party  (the  "Terminating  Party")  shall  have the
<PAGE> 3
                           right to terminate  this  Agreement  due to the other
                           party's (the  "Non-terminating  Party") breach of any
                           obligation incurred  hereunder,  which breach has not
                           been cured by the  Non-terminating  Party thirty (30)
                           days following receipt by such Non-terminating  Party
                           of written notice of such breach;

                  (ii)     META shall be free to terminate this Agreement,  upon
                           thirty  (30) days notice to RSI, in the event the APS
                           products  or  services  become the  subject of a bona
                           fide infringement or similar claim;

                  (iii)    META shall be free to terminate this Agreement,  upon
                           fifteen  (15)  days  written  notice  if RSI fails to
                           develop acceptable,  commercially viable deliverables
                           within the dates set forth in Exhibit 2.

         (c) Upon termination or expiration of this Agreement for any reason the
             following will apply:

                  (i)      Subject to Section 13,  each party shall  immediately
                           return to the other party all originals and copies in
                           its  possession of all  documents and other  tangible
                           media    containing,     embodying    or    otherwise
                           incorporating  the  Disclosing  Party's  Confidential
                           Information  (as such terms are defined in Section 11
                           hereof).

                   (ii)    Subject to Section 13, each party shall cease all use
                           of the other party's Confidential Information.
                  (iii)    Subject to Section  14,  each party  shall be free to
                           use the jointly developed Inventions (as such term is
                           defined in Section 13 hereof).

                  (iv)     The parties shall continue to split reduced Royalties
                           on APS goods or services sold as described in Section
                           7 for the three (3) year period following termination
                           or expiration; provided however, that if this
                           Agreement is terminated by META pursuant to Section
                           6(b)(i), (ii) and/or (iii) hereof, or RSI terminates
                           this Agreement pursuant to Sections 6(a) or 18, all
                           Royalties payable to RSI shall immediately cease upon
                           the effective date of termination; provided further,
                           that if RSI terminates this Agreement pursuant to
                           Section 6(b)(i), (ii) and/or (iii) or META terminates
                           this Agreement pursuant to Sections 6(a) or 18, then
                           RSI's Royalty shall be *                         *
                           *                                       for such
                           three (3) year period.

                  (v)      Termination shall not affect any rights of clients to
                           use the APS goods or services previously sold.

                  (vi)     Each party's  obligations set forth in this Agreement
                           or any schedule or exhibit  hereto shall cease except
                           for those  obligations in Sections 11, 12, 13, 14, 15
                           and 17.

                  (vii)    To the  extent  not  earned,  RSI  shall  immediately
                           return the  Advance  Royalty (as such term is defined
                           in Section 7(b).
<PAGE> 4


         (d) Neither  party will be liable to the other for damages of any kind,
including  incidental or  consequential  damages,  because of the termination of
this  Agreement  in  accordance  with its  terms or the  failure  to renew  this
Agreement  for any  subsequent  period.  Except as  expressly  provided  in this
Agreement,  RSI  waives  any right it may have to receive  any  compensation  or
reparations  on termination  of this  Agreement  under any law or otherwise.  No
party will be liable to the other because of  termination  of this Agreement for
reimbursement  or  damages  for the loss of  goodwill,  prospective  profits  or
anticipated  income,  or on account of any  expenditures or commitments  made by
either  party or for any other  reason  whatsoever  based upon or arising out of
such termination.

         7. Royalty  Allocations;  Royalty Advance.  (a) During the term hereof,
META shall  determine in its sole discretion the fees to be charged to end users
of the APS. For all amounts billed by META, net of all credits and  adjustments,
in respect of sales of the APS during the term of this  Agreement,  the  parties
shall each  receive as their sole  compensation  under this  Agreement a royalty
(the  "Royalty")  allocated and  distributed  in  accordance  with the following
percentages: * * *.

         Royalties, if any, shall be distributed monthly, within sixty (60) days
of the end of each calendar month  commencing  with the first complete  calendar
month  following the launch of the APS. The above Royalty  presumes that the APS
annual retainer  services and benchmarking  products and services are "bundled";
that is, they are marketed, sold and billed as a single item. To the extent META
determines to unbundle some or all of the APS products or services,  the parties
shall  negotiate in good faith a new Royalty  allocation that takes into account
the  relative   contribution/burden   of  the  party  rendering  the  particular
portion(s) of the unbundled APS products and services.

         (b) *                                                      *
*.

         (c) Principal  agrees that he will be available on a scheduled basis as
a consultant on additional consulting projects as requested by META from time to
time. Principal's current rate is * * for client-billable services.  Principal's
rate is  subject to annual  review and  increase  based on the  parties'  mutual
agreement.


         8. Equipment,  Materials and Support.  RSI agrees that all compensation
to be paid  hereunder  shall be inclusive of all equipment,  materials,  support
services  and other  expenses  necessary or  desirable  in  connection  with the
services.

         9. RSI Personnel;  Proficiency.  Principal will act as project  manager
and be primarily  responsible  for  performance of the services  contemplated by
this Agreement.  All personnel and any additional  personnel who may be assigned
by RSI to perform services hereunder shall be subject to prior approval by META.
All such  personnel  shall be  proficient  in the services  required of them and
shall be subject to removal from the  assignment by META at any time in the sole
and absolute discretion of META.

         10. RSI Personnel  Conduct.  In the event any RSI  personnel  providing
services to META  conducts  himself or herself in a disruptive  or other fashion
unacceptable  to META,  META shall  have the right,  if RSI is unable to provide
alternative qualified personnel reasonably acceptable to META, to terminate this
Agreement. <PAGE> 5

         11.  Confidential   Information.   For  purposes  of  this  Agreement,
"Confidential Information" shall mean any information or material proprietary to
a party or its affiliates or designated as  Confidential  Information by a party
and not  generally  known by persons not employed or retained by such party (the
"Disclosing Party"),  which the other party ("Receiving Party") or its officers,
directors, employees,  contractors or other agents obtain knowledge of or access
to as a result of services  to be provided  hereunder  or  otherwise,  including
without limitation information conceived, originated, discovered or developed in
whole or in part by any of such persons.  Confidential Information includes, but
is not limited to, the following forms of information and other information of a
similar  nature  (whether or not reduced to  writing):  databases,  discoveries,
inventions,  ideas, concepts,  designs,  drawings,  specifications,  algorithms,
models, methods,  techniques,  computer flow charts and programs,  improvements,
data, documentation,  diagrams, research,  developments,  processes, procedures,
know-how,  show-how, trade secrets,  marketing techniques and materials,  plans,
customer names,  subscriber lists, files and other information or private matter
related  to the  Disclosing  Party's  sales,  past  and  prospective  customers,
including cost data, pricing,  financial  information,  organization and charts,
employees or business.  Confidential  Information  also includes any information
which the Disclosing  Party treats,  or agrees to treat,  as proprietary or have
designated as Confidential Information.

         12.  Confidentiality.  All  Confidential  Information  that a Receiving
Party  observes  or comes  into  contact  with  shall  be  treated  as  strictly
confidential  and held in trust solely for the benefit and use of the Disclosing
Party and shall not be  directly or  indirectly  disclosed  to any other  person
without the prior written consent of the Disclosing  Party.  Prior to performing
any services hereunder or obtaining access to any Confidential Information, each
and every  employee  and agent of the  Receiving  Party shall  execute  multiple
copies of a  confidentiality  agreement in the form reasonably  approved by both
parties and deliver  executed  copies of same to META and RSI.  Each party shall
take reasonable steps and use best efforts to ensure compliance by its employees
and  agents  with  such  confidentiality  agreement.  Receiving  Party  and  its
employees and agents shall turn over to the  Disclosing  Party all originals and
copies of materials  containing  Confidential  Information in their  possession,
custody or control upon request by the Disclosing  Party or upon  termination of
the Receiving Party's relationship with the Disclosing Party hereunder.

         13.  Inventions,  Etc.  (a)  Any  and  all  inventions,   improvements,
discoveries  or  developments,  including  computer  software,  or  other  ideas
conceived, created, developed, made by any of RSI and its employees or agents in
whole or in part in connection with the services to be provided hereunder or the
APS that  relate  to  META's  APS  business,  or are made  using  any of  META's
equipment, facilities, materials, labor, money, time or other resource or result
from any services performed hereunder  (collectively,  "Inventions," and singly,
an  "Invention"),  shall belong  jointly to META and RSI and shall be treated as
Confidential  Information  hereunder.  RSI agrees that it and its  employees and
agents shall  communicate  promptly to META any and all  Inventions.  RSI hereby
assigns,  transfers and gives to META an undivided  one-half  interest in and to
its entire  right,  title and interest in and to the  Inventions,  including all
rights therein arising under applicable  copyright laws (including the exclusive
rights  of  reproduction,   distribution,   preparation  of  derivative   works,
performance  and display),  all rights therein arising under  applicable  patent
laws  (including  all patents and patent  applications  therein),  all so-called
moral rights (including the right to edit, modify, alter or destroy, combine the

<PAGE> 6

Inventions  with  other  works or  otherwise  deal with  Inventions),  all other
exclusionary   and/or  proprietary  rights,  and  any  renewals  and  extensions
associated  therewith,  as each of the foregoing may be secured under the now or
hereafter  in force and  effect in the  United  States of  America  or any other
country or countries.

         (b)  Notwithstanding  any  language to the  contrary  contained in this
Agreement,  upon  termination  of this  Agreement  by META  pursuant  to Section
6(b)(i),  (ii) and/or  (iii),  or by RSI  pursuant to Sections  6(b) or 18, META
shall have,  and RSI hereby  grants to META a perpetual,  irrevocable  right and
license to use, copy, distribute,  license, sell and create derivative works of,
all of the data,  databases,  methods,  methodologies,  technologies included in
RSI's  Confidential  Information  in  consideration  for META  paying to RSI the
Royalty described in Section 6(c)(iv) above.


         14. Covenant Not to Compete.  (a) RSI agrees and covenants that neither
RSI nor its  affiliates  (including  its  Principal)  shall,  without  the prior
written  consent of META,  directly or  indirectly,  anywhere  within the United
States or any foreign  country in which META does business for a period from the
date hereof until one (1) year  following  termination of this Agreement for any
reason: (1) team, acquire,  finance, assist, support, or become associated as an
employee, distributor,  representative, agent, partner, shareholder, coventurer,
landlord,  supplier,  consultant  to or  developer  for,  or  otherwise,  with a
business that  directly  competes  with META,  including  any business  which is
engaged in providing  syndicated IT or retainer IT research,  IT benchmarking or
IT outsourcing  consulting,  including without  limitation,  Gartner Group, GIGA
Group,  Forrester  Research,   Compass,  Technology  Partners,  Inc.  (TPI)  and
Technology  & Business  Integrators  (TBI)  (any such  business  is  hereinafter
referred to as a "Competitive  Business");  (2) for the purpose of conducting or
engaging in any Competitive  Business,  call upon, solicit,  advise or otherwise
do, or attempt to do business with any suppliers,  customers or accounts of META
or take away or  interfere  or attempt to interfere  with any  customer,  trade,
business or patronage  of META;  or (3)  interfere  with or attempt to interfere
with or hire any officers, employees,  representatives or agents of META, or any
of their subsidiaries of affiliates,  or induce or attempt to induce any of them
to leave  the  employ of META or any of their  subsidiaries  or  affiliates,  or
violate the terms of their  contract with any of them.  META and RSI intend that
the  covenants  of this  paragraph  shall be deemed  to be a series of  separate
covenants,   one  for  each  county  of  each  and  every  state,  territory  or
jurisdiction of the United States and one for each month of the period specified
above.  If, in any judicial  proceeding,  a court shall refuse to enforce any of
such covenants,  then such  unenforceable  covenants shall be deemed  eliminated
from the  provisions  hereof for the purpose of such  proceedings  to the extent
necessary  to permit the  remaining  separate  covenants  to be enforced in such
proceedings. Notwithstanding the foregoing, the following companies are excluded
from the definition of "Competitive Business": * * and nothing will preclude RSI
from engaging  independently  in the business of providing IT benchmarking or IT
outsourcing  consulting or from engaging  independently  or with others in other
than a Competitive Business.

         (b) RSI  represents,  warrants  and  covenants  that RSI is  subject to
service  of  process  in the State of  Connecticut  and that RSI will  remain so
subject so long as this Agreement is in effect. If for any reason RSI should not
be so subject, RSI hereby designates and appoints,  without power or revocation,
the Secretary of the State of Connecticut as RSI's agent upon whom may be served
all process, pleadings, notices or other papers which may be served upon it as a
result of any of its obligations under this Agreement.

<PAGE> 7

          (c) RSI agrees that the execution of this Agreement and performance of
its obligations  hereunder shall be deemed to have a Connecticut  situs, and RSI
shall be  subject  to the  personal  jurisdiction  of the courts of the State of
Connecticut  with respect to any action the META,  its successors or assigns may
commence  hereunder.  Accordingly,  RSI hereby  specifically and irrevocably (a)
agrees  that any suit,  action or other  legal  proceedings  arising out of this
Agreement may be brought in the courts of record of the State of  Connecticut or
the courts of the United  States  located in such  state;  (b)  consents  to the
jurisdiction of each such court in any such suit, action or proceeding;  and (c)
waives any objection which RSI may have to the laying of venue of any such suit,
action or  proceeding  in any of such  courts.  For such time as any  obligation
under  this  Agreement  or  any  liabilities  remain  outstanding,  RSI's  agent
designated  in this  paragraph  shall  accept and  acknowledge  service on RSI's
behalf of any and all process in any such suit, action or proceeding  brought in
any such court.  RSI agrees and consents  that any such services of process upon
such agent and written notice of such service to RSI by registered mail shall be
valid personal service upon RSI and that any such service of process shall be of
the same force and  validity as if service  were made upon RSI  according to the
laws governing the validity and  requirements  of such service in such state and
waives all claims of error by reason of any such service.

         15. Injunctive  Relief.  Because of the unique nature of  Confidential
Information  and  Inventions,  each party  understands and agrees that the other
party will suffer  irreparable harm in the event any party breaches or otherwise
fails to comply with the provisions of this Agreement and that monetary  damages
will be  inadequate to compensate  the  nonbreaching  party for any such breach.
Accordingly,  each party agrees that the nonbreaching party will, in addition to
any  other  remedies  available  to them at law or in  equity,  be  entitled  to
preliminary and permanent injunctive relief to enforce this Agreement.

         16. No Conflicting Obligations.  RSI warrants and represents that it is
not now under  obligation  to any other  person,  and has no  interest,  that is
inconsistent  or in conflict  with this  Agreement  or would  prevent,  limit or
impair in any way the  performance  by RSI of any of the terms of this Agreement
or the services contemplated hereby. RSI further warrants and represents that it
has not brought to and will not bring or use in the  performance of its services
hereunder  any  proprietary  or  confidential  information  (whether  or  not in
writing) of any other person or entity.

         17. Indemnification.  (a) RSI hereby agrees to indemnify and hold META
harmless from and against, and to reimburse META regarding,  any and all claims,
obligations,  liabilities, damages, losses, actions, suits, disbursements, costs
and expenses,  including  without  limitation  reasonable  attorneys' and expert
witnesses'  fees and  expenses,  suffered or incurred by META as a result of the
(i) willful misconduct,  negligence,  human error, act or omission of RSI or any
of its employees or agents in the performance or failure to perform the services
contemplated  hereby,  (ii)  breach  or  inaccuracy  of  or  in  any  statement,
representation  or warranty of RSI contained in this  Agreement or any schedule,
exhibit,  document or other attachment  delivered  pursuant hereto or as part of
the services  contemplated hereby, (iii) failure of RSI to perform any agreement

<PAGE> 8

or covenant  required by this Agreement to be performed by RSI, and (iv) alleged
or actual infringement of any copyright,  patent or other intellectual  property
right arising from or relating to the services contemplated hereby.

         (b) RSI  hereby  agrees  to  defend  and/or  handle at its own cost and
expense any claim or action against META,  its  subsidiaries  and/or  affiliated
companies,  for actual or alleged infringement of any patent, copyright or other
property  right  (including,  but not  limited  to,  misappropriation  of  trade
secrets) based on any database, software program, service and/or other materials
furnished to META by RSI or used by RSI pursuant to the terms of this  Agreement
or the use thereof by META.

         (c) RSI agrees to give to META, in reasonable  detail,  prompt  written
notice of any threat, warning, or notice of any such claim or action against RSI
which  could  have an  adverse  impact on META's or RSI's use of said  database,
software program, service and/or materials.

         (d) In addition to META's other rights and RSI's  obligations  pursuant
to this  paragraph,  RSI agrees,  should  META's use of any  database,  software
program  and/or  other  material  furnished  to META by RSI,  be enjoined by any
court, to promptly  obtain,  at no expense to META, the right to continue to use
the items so enjoined  or, at no expense to META,  provide  META  promptly  with
substitute  items (which supply of such items will not violate any third party's
rights),  that the  qualitatively  and  functionally  at least  the equal of the
enjoined products and reasonably  satisfy META's needs to the same extent as the
enjoined product.

         18.  Unilateral  Termination  Right.  In  addition to the rights of the
parties to terminate this Agreement set forth in Section 6 above,  after January
1,  1998,  either  party  shall  have the  unilateral  right to  terminate  this
Agreement,  in its sole  discretion and upon no less than thirty (30) days prior
notice to the other party, at any time for any other reason or no reason. In the
event META exercises such unilateral  termination  right,  META shall pay to RSI
the  aggregate  Royalties  and  reimbursable   expenses  to  the  date  of  such
termination,  subject  to any  claims  or set  offs  META  may  have  (including
recoupment of any unearned Advance Royalty).

         19. Independent   Contractor.   The  parties  to  this  Agreement  are
independent  contractors  and nothing herein shall be construed to place them in
the relationship of partners, joint venturers, or principal and agent. RSI shall
not have the power to bind or  obligate  META,  nor shall META have the power to
bind or  obligate  RSI;  no party  shall  hold  itself  out as  having  any such
authority.  Personnel  supplied by RSI  hereunder  are not META's  personnel  or
agents,  and RSI assumes full  responsibility  for its acts. RSI shall be solely
responsible for the payment of compensation of RSI employees assigned to perform
services  hereunder  and such  employees  shall be  informed  that  they are not
entitled  to the  provision  of any META  employee  benefits.  META shall not be
responsible  for  payment  of  workers'   compensation,   disability   benefits,
unemployment  insurance or for withholding  income taxes and social security for
any RSI  employee,  but such  responsibility  shall be that of RSI. In the event
that the Internal Revenue Service,  any state or local government  agency or any
other  applicable  entity  determines  that the  personnel  provided  by RSI are
employees of META for the purpose of withholding  tax  liability,  RSI agrees to
indemnify  META  against  and  release  META from all  liabilities,  costs,  and
expenses  (including,  but not limited to,  attorneys' fees) associated with the
defense of such claim. <PAGE> 9

         20.  Insurance. While RSI provide services to META hereunder, RSI shall
maintain  general  liability  insurance  in the amount of  $1,000,000  providing
coverage to RSI and META as named insureds against  liability for bodily injury,
death or property  damage.  RSI, at RSI's expense,  shall obtain from and, while
this Agreement is in effect,  maintain with,  companies  acceptable to META, the
following :

         (i)      comprehensive  general liability insurance,  naming META as an
                  additional insured, for bodily injury and property damage with
                  a  minimum  combined  single  limit  of  one  million  dollars
                  ($1,000,000.00) per occurrence; and

         (ii)     to the extent RSI has employees other than Principal, worker's
                  compensation  insurance,   in  statutory  amounts,   including
                  employer's  liability  insurance  with a minimum  limit of one
                  hundred thousand dollars ($100,000.00).

         RSI's insurance shall be deemed to be primary.  RSI, at its expense may
obtain and maintain such  insurance in addition to that described in clauses (i)
and (ii) of this paragraph as RSI deems necessary or advisable. RSI shall not be
deemed to be relieved of any  liability  or  responsibility  because of the fact
that it maintains (or does not maintain) insurance. Before RSI begins to perform
the services described herein, RSI shall cause its insurance carriers to certify
in writing to META that the insurance  described in this  paragraph:  (a) are in
force and (b) may not be canceled or substantially  changed unless such carriers
notify META thereof at least  thirty (30) days in advance In the event that,  at
any time, META asks RSI to do so, RSI shall permit META to examine the originals
of the policies that relate to the insurance described in this paragraph.

         In the event  that RSI  decides  to use  personnel  other  than its own
personnel to perform,  or help RSI perform,  the services,  RSI shall arrange to
have such personnel,  or the entities for which such personnel work,  provide to
RSI,  before such  personnel  begins to work,  evidence of the same fidelity and
insurance  coverage  that RSI must obtain and maintain as described in the first
paragraph  of this  Paragraph  20,  subject  to the same  terms  and  conditions
contained in such paragraph.

         RSI shall  advise  META of all  damages to property of META or of other
entities,  and of all  injuries  to  persons,  of which RSI may become  aware in
connection with its performing the services and its other  obligations  pursuant
to this  Agreement and shall do so promptly  after it becomes so aware.  RSI, at
its expense,  shall obtain,  and, while this  Agreement is in effect,  maintain,
insurance,  in commercially  reasonable amounts,  that covers the theft, loss or
destruction  of the  equipment,  tools and supplies that RSI uses to perform the
services and its other obligations pursuant to this Agreement.

         21.  Notice.  All notices  hereunder  shall be in writing and be deemed
given when delivered personally or on the fifth business day after being mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  to
the  appropriate  party at its  address  first  above  written (or at such other
address for such party as shall be specified by notice in fact delivered).

         22. Survival of Representations,  Warranties, Covenants and Agreements.
The  representations,  warranties,  covenants,  and agreements contained in this
<PAGE> 10

Agreement  or in any  schedule,  exhibit or other  document  delivered  pursuant
hereto  shall   survive  and  continue  in  full  force  and  effect  after  any
investigation  made at any time by or on  behalf  of any  party  hereto or after
completion of the services contemplated hereby or both.

         23.  Severability.  The parties intend that the terms of this Agreement
shall be enforced to the greatest  extent  permitted by applicable  law. If, for
any reason whatsoever, any one or more of the provisions of this Agreement shall
be held to be  inoperative,  unenforceable  or invalid  by a court of  competent
jurisdiction in a particular case, such holding shall not render such provision,
in any other  case,  or render any of the other  provisions  of this  Agreement,
inoperative, unenforceable or invalid.

         24.  Headings.  The paragraph  headings in this  Agreement are intended
solely  for  convenience  of  reference  and  shall be given  no  effect  in the
construction or interpretation of this Agreement.

         25.  Assignment;  Benefit.  This  Agreement  may not be assigned by any
party without the prior written  consent of the other parties,  except that META
may assign this Agreement in connection with a merger,  consolidation or sale of
all or substantially all of its assets. This Agreement shall be binding upon and
insure to the benefit of the  successors  and permitted  assigns of the parties.
Nothing in this Agreement is intended to confer upon any person,  other than the
META and RSI and its  successors and permitted  assigns,  any rights or remedies
under or by reason of this Agreement.

         26.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement.

         27.  Entire  Agreement;  Modification.  This  Agreement,  including all
schedules,  exhibits  and  other  attachments  hereto,  sets  forth  the  entire
agreement  among the parties  regarding the subject matter  hereof.  Any and all
prior or other agreements  relating hereto are merged herein.  The terms of this
Agreement  may  not be  amended,  waived,  rescinded,  terminated  or  otherwise
modified except by a writing signed by a duly authorized  representative  of the
party,  or the  party  himself,  to be so bound.  A party  may waive in  writing
compliance by another party with any of the terms of this Agreement (except such
as may be imposed by law);  no such  waiver,  however,  shall be a waiver of any
other matter or a continuing waiver.

         28.  Governing Law. This Agreement shall be governed by the laws of the
State of Connecticut, without regard to its conflicts of laws. Any dispute shall
be resolved in the state or federal court for Fairfield County, Connecticut.

         IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement on
the dates set forth below.

META:                                                RSI:

META Group, Inc.                                     Rubin Systems Incorporated
<PAGE> 11

By  /s/ Dale Kutnick                                  By  /s/ Howard Rubin
    ------------------------                              ----------------------
    Dale Kutnick                                          Howard Rubin

    Title  President and CEO                          Title  President
           -----------------                                 -------------------
    Date  October 11, 1996                            Date   October 11, 1996


Principal:


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

Date  October 11, 1996


<PAGE> 12

                                  EXHIBIT I
                                  ---------

RSI will:
    maintain  benchmark  database and provide  unlimited  access for ad hoc data
    queries for client  inquiries  and  consulting
    conduct  all APS  benchmarks
    produce  APS  Benchmark  Results  Report  for  each  client
    produce  Annual Worldwide  Benchmark Report
    provide additional support to META's APS staff for handling client inquiries
    provide  client  telephone  support of data  collection process

META Group will:
    provide sales & marketing
    provide META sales support
    produce  marketing and sales collateral with support from RSI  (particularly
    with respect to the benchmarking portion of APS)
    handle all client inquiries
    distribute  and  collect  data  collection  instruments
    provide production support and mailing of all research deliverables
    conduct initial half day benchmark workshop for clients

RSI and META APS staff will jointly:
    maintain  currency of data collection  instruments and  questionnaires  (RSI
    will  champion this effort and be primarily  responsible)
    define and create regular research reports within three months of the APS
    service launch (META will champion this effort and be primarily responsible)

Deliverables:
    Support - By RSI:  Annual Application Productivity Benchmarks; By META:
    Telephone Consultation (Inquiries and Ad-hoc data queries); By META:
    Annual Conference, Data Collection Support (additional fee on contract basis
    for services beyond minimum required, META can perform directly oroutsource)

    Written - By  RSI:  Annual  Customized  Application  Productivity  Benchmark
         Results Report,  Annual Worldwide  Benchmark Report; By META: META Fax,
         some set of monthly  written  reports to be specified by META from time
         to time and for which RSI will collaborate and contribute

Data  Collection  questionnaire  and  reports to be  provided  by RSI subject to
review, expansion and modification from time to time as META and RSI may agree
    1) Work-Profile metrics
         Maintenance vs. development
         Maintenance drill-down
         Development lifecycle drill-down by industry and cross-industry

<PAGE> 13

    2) Portfolio Support Characteristics (support rates and language
         distribution)
    3) Development Productivity
         lines of code
         function points
         cycle times
    per employee or project
    4) Quality  (post-release defect rates) (can also include quality of systems
    review)
    5) Software Tool for conducting  Carnegie Mellon University software
    process assessment
    6) Best Practices inventory (review of tools, techniques,
    and organizational infrastructure)
    7) Staff Profile - % of staff by:
         job title
         training level
         degrees
         compensation
    8) Budget/Spending Patterns - Overall spending and drill down, also expected
    change
    9) Organizational  Priorities  - Where  overall  IT and  development
    priorities are focused


<PAGE> 14
                                           EXHIBIT 2

                                    Milestones and Timing

Generally:                   as soon as  possible,  but not later than three (3)
                             months  after  the   commencement   of  a  client's
                             subscription  for APS, META will conduct an on-site
                             benchmarking workshop and initiate data collection.
                             From  the  time  at  which  client  data  has  been
                             collected,  RSI will finalize the  benchmarking and
                             produce an APS  report  for such  client as soon as
                             possible  but not more  than one (1) month of RSI's
                             receipt  after  all or  substantially  all of  such
                             client's data.

APS Service Launch:          1/1/97

Client                       Inquiries:  To be acted on by META within 48 hours,
                             provided  that  to the  extent  META  requires  the
                             input/services   of  RSI,   RSI   will   reasonably
                             cooperate and use its best efforts to ensure META's
                             timely response.

APS Annual
Conference:                  Second Half of calendar 1997

Conference Planning
Timetable:                   [To be supplied by BD and appended]