**Exhibit 2.1**

AGREEMENTOF PURCHASE AND SALE

             ThisAgreement of Purchase and Sale dated as of June 15, 2001 (the “Agreement”) byand among John Moores, Charles E. Noell, Harry S. Gruner, Paul V. Barber,Bradford D. Woloson, and Knickerbocker Capital LLC (each a “Purchaser” andcollectively the “Purchasers”),  METAGroup, Inc., a Delaware corporation ( “Seller”), JMI Equity Side Fund, L.P., aDelaware limited partnership (the “Portfolio Partnership”), and JMI Side Associates,L.L.C., a Delaware limited liability company (the “General Partner”):

WITNESSETH:

             WHEREAS,Seller owns the Portfolio Property; and

             WHEREAS,Purchasers desire to purchase from Seller, and Seller desires to sell toPurchasers, the Portfolio Property upon the terms and subject to the conditionsset forth in this Agreement.

             NOW,THEREFORE, in consideration of these premises and the mutual agreements,covenants, representations and warranties contained in this Agreement,Purchasers, Seller, the Portfolio Partnership and the General Partner agree asfollows:

ARTICLEI

PURCHASEAND SALE OF PORTFOLIO PROPERTY

             1.1        Certain Definitions.  For purposes of this Agreement, thefollowing terms shall have the meanings set forth below:

                           “Approvals”shall mean all consents, amendments, assignments, modifications or waivers asmay reasonably be required so that the transactions contemplated by thisAgreement may be consummated and shall not result in any breach or default ofany Portfolio Property Agreement, including waivers of all rights of firstrefusal potentially applicable to the sale, assignment or transfer of thePortfolio Interest and consents to, or approvals of, the sale, assignment ortransfer to Purchasers of all the Portfolio Contractual Rights.

                           “CapitalAccount Balance” shall mean the amount of the capital account of Seller in thePortfolio Partnership as determined by the General Partner.

                           “CapitalCommitments” shall mean all obligations of Seller to make additional capitalcontributions to the Portfolio Partnership on or after the Closing Date.
                           “Closing”shall have the meaning given to it in Section 6.1.

                           “ClosingDate” shall have the meaning given to it in Section 6.1.

                           “ERISA”shall mean the Employee Retirement Income Security Act of 1974, as amended.

                           “IncentivePlan” shall mean the META Group, Inc./JMI Long Term Incentive Compensation Plandated July 10, 1998.

                           “InvestmentLien” shall mean any Lien pertaining to the sale, assignment, disposition ortransfer of the voting rights of, on or pertaining to any of the PortfolioProperty (including any consents or approvals of transfers, options, rights offirst refusal and co-sale rights) arising out of, or based on, any PortfolioProperty Agreement.

                           “Lien”shall mean any lien, pledge, claim, security interest, encumbrance, charge, restriction,or limitation of any kind, whether arising by agreement, operation of law orotherwise.

                           “PartnershipAgreement” shall mean the Limited Partnership Agreement of JMI Equity SideFund, L.P. dated as of July 31, 1998.

                           “PortfolioContractual Right” shall mean any contractual right of Seller, to the extentSeller has such rights, relating to (i) the Portfolio Interest or thePortfolio Partnership, including any rights under the Portfolio PropertyAgreements; and (ii) rights to receive financial and other informationfrom the Portfolio Partnership.

                           “PortfolioInterest” shall mean the limited partnership interest in the PortfolioPartnership owned by the Seller.

                           “PortfolioProperty” shall mean the Capital Account Balance, the Portfolio Interest andSeller’s rights under the Portfolio Property Agreements, including all of thePortfolio Contractual Rights.

                           “PortfolioProperty Agreement” shall mean any agreement or obligation created as a resultof any written agreement arising out of, pertaining to or in connection withthe ownership of any of the Portfolio Property by Seller, other than anyagreement or obligation between Seller and its consultants, stockholders andemployees.

                           “PurchasePrice” shall have the meaning given to it in Section 1.3.

             1.2        Purchase and Sale of PortfolioProperty.  Upon the terms andsubject to the conditions set forth in this Agreement, Seller shall sell,assign, transfer and deliver to Purchasers at the Closing and each Purchasershall severally but not jointly purchase and acquire from Seller at theClosing, all right, title and interest in and to the Portfolio Property setforth across from such Purchaser’s name on Schedule A, free and clear ofall Liens other than Investment Liens.

             1.3        Purchase Price.  (a)  In consideration for thePortfolio Property, Purchasers shall pay to Seller at the Closing an aggregatepurchase price (the “Purchase Price”) of $3,149,869.31, such Portfolio Propertyand Purchase Price to be allocated among the Purchasers as set forth on theattached Schedule A.

                           (b)  ThePurchase Price shall be paid on the Closing Date by wire transfer of federalfunds or other immediately available funds pursuant to the payment instructionsattached hereto as Schedule B.

             1.4        Liabilities.  Upon the terms and subject to conditions setforth in this Agreement, each of the Purchasers severally but not jointly shallassume the Portfolio Property Agreements in accordance with their terms fromand after the Closing Date and shall severally but not jointly expressly assumea pro rata portion of the obligations contained therein based on the percentageof the Portfolio Interest purchased by each Purchaser.  Any unfunded Capital Commitments as of theClosing Date shall represent an obligation of the Purchasers as set forth on Schedule A.  Except as set forth in the precedingsentences, Purchasers are not, directly or indirectly, assuming and shall notin any way be or become responsible for, any liabilities of Seller or anyliabilities relating to the Portfolio Property arising directly or indirectlyout of events occurring prior to the Closing Date and relating to the PortfolioProperty, all of which shall remain liabilities of Seller.

ARTICLEII

SELLER’SREPRESENTATIONS AND WARRANTIES

             Sellerhereby represents and warrants to each of the Purchasers, the PortfolioPartnership and the General Partner, with respect to itself and to thePortfolio Property as follows:

             2.1        Organization.  Seller is a corporation duly incorporated,validly existing and in good standing under the laws of Delaware.

             2.2        Authorization.  Seller has all necessary power and authorityto own and hold the Portfolio Property; to enter into, execute and deliver thisAgreement and each of the other documents and instruments executed anddelivered by Seller hereby; and to perform all of the obligations to beperformed by Seller hereunder.  Theexecution and delivery of this Agreement and the performance by Seller of itsobligations under it have been duly and validly authorized by all necessarycorporate action on the part of Seller. This Agreement has been duly authorized, executed and delivered bySeller and this Agreement constitutes a valid and binding obligation of Seller,enforceable against Seller in accordance with its terms.

             2.3        Validity.  Neither the execution and delivery of thisAgreement nor the performance or consummation of the transactions contemplatedhereby by Seller will conflict with, result in the breach of, constitute adefault under or accelerate performance provided by the terms of:  any law, any rule or regulation of anyUnited States, state or municipal or other government or any agency of any suchgovernment, or any judgment, order, writ, decree, permit or license of anycourt or other agency of any such government to which Seller may be subject;any Portfolio Property Agreement; or Seller’s certificate of incorporation, asamended, by-laws, as amended, or any other material contract, agreement,instrument, commitment or restriction binding upon Seller.  Neither the execution and delivery of thisAgreement nor the performance or consummation of the transactions contemplatedhereby will constitute an event that, with the lapse of time or with action bya third party, could result in the default under any of the foregoing or resultin the creation of any Lien (other than any Investment Lien) upon any of thePortfolio Property.  Other than theregistrations, filings, consents and approvals that have been made or obtained,the execution and delivery of this Agreement and the performance and consummationof the transactions contemplated hereby will not require any registration,filing, consent or approval under any such law, rule, regulation, judgment,order, writ, decree, permit or license, or consent or approval of, any otherparty to any such Portfolio Property Agreement or Seller’s certificate ofincorporation, as amended, by-laws, as amended, or any other material contract,agreement, instrument, commitment or restriction binding upon Seller.

             2.4        Title to Portfolio Property.  Seller owns all right, title and interest inand to all of the Portfolio Property free and clear of all Liens other than theInvestment Liens.  All of the Approvalsapplicable to the transactions contemplated by this Agreement will have beenattained on or before the Closing Date, or, in the case of any rights of firstrefusal, will have been duly waived or all applicable notice periods will haveexpired without such rights having been exercised on or before the ClosingDate, by all interested parties.  Upondelivery of the Portfolio Interests to Purchasers and upon payment therefor inaccordance with this Agreement, Purchasers will acquire the PortfolioInterests, free and clear of all Liens, other than the Investment Liens.

             2.5        Certain Conduct. Seller has not(i) sold, assigned, transferred, delivered or otherwise disposed of any ofthe Portfolio Property, (ii) converted, exchanged or redeemed any of thePortfolio Interest, (iii) forgiven, released or compromised anyindebtedness owed to it by the Portfolio Partnership other than upon fullpayment thereof or demanded payment of any indebtedness owed to it by thePortfolio Partnership, (iv) amended, canceled or terminated any PortfolioProperty Agreement or entered into any new Portfolio Property Agreement, (v) waived,amended, canceled, terminated, exercised or failed to exercise any of thematerial Portfolio Contractual Rights, (vi) created or permitted to existany Lien on any of the Portfolio Property, other than Investment Liens,(vii) taken any action or (upon notice from the Portfolio Partnership)failed to take any action that would cause Seller to incur a penalty or otherspecified consequence under any of the Portfolio Property Agreements, nor(viii) agreed to do any of the foregoing.

             2.6        Voluntary Contributions.  Seller has not made any voluntary capitalcontributions or commitments to the Portfolio Partnership nor have any beenmade on behalf of it.

             2.7        Agreements and Commitments.  Schedule 2.7 sets forth a listof the documents and agreements (including amendments, side letters andschedules thereto) that constitute the Portfolio Property Agreements.  Seller (i) has no obligation to makeany capital contributions to the Portfolio Partnership nor to return any distributionsor portions of distributions previously received, other than as set forth in ScheduleA; (ii) is not a party to any contract, agreement or commitment (otherthan those relating to the transactions contemplated by this Agreement) withrespect to the transfer of the Portfolio Interest; and (iii) is not indefault under any agreement made, or obligation owed, by it with respect to thePortfolio Interest or any Portfolio Partnership Agreement.

             2.8        Litigation.  (i) No action, suit, claim, proceedingor investigation is pending against Seller with respect to ownership of thePortfolio Property, at law or in equity, before or by any United States, stateor municipal, or other governmental department, commission, board, bureau,agency, or instrumentality, domestic or foreign, (ii)  no arbitration proceedingrelating to Seller is pending with respect to ownership of the PortfolioProperty and (iii) no domestic governmental inquiry is pending or isthreatened against Seller with respect to ownership of the Portfolio Propertywhich with respect to (i), (ii) or (iii) above would, if it were adverselydetermined, question the validity of, or prevent the consummation of, thetransactions contemplated by this Agreement or would materially and adverselyaffect any of the Portfolio Property. No action or suit by Seller is pending or threatened against othersrelating to the Portfolio Property.

             2.9        Brokers and Finders. Seller hasneither directly or indirectly dealt with anyone acting in the capacity of afinder or broker nor incurred any obligations for any finder’s or broker’s feeor commission in connection with the transactions contemplated by thisAgreement.

             2.10      ERISA.  Seller is neither an employee benefit plan nor acting on behalfof any employee benefit plan pursuant to ERISA.

             2.11      No Dilution.  To the best of Seller’s knowledge, noperson, except as set forth in the Portfolio Property Agreements, has anyoptions, calls, warrants, commitments, or rights of any character whatsoever toacquire an interest in the Portfolio Partnership that would reduce Seller’spercentage of ownership in the Portfolio Partnership.

             2.12      Employee Waivers.  Seller has received valid, binding andeffective waivers from each of the employees of the Seller who is currently a“Participant” with issued and outstanding “Units” under the Incentive Plan (assuch terms are defined in the Incentive Plan), which waivers consented to thetermination of such Participant’s interest and rights in and to all of theirUnits granted pursuant to the Incentive Plan. No employee of Seller who is or was a Participant in the  Incentive Plan has any present and/or futureright, title and interest in and to the Portfolio Interest.

             2.13      Filings, etc.  Assuming the accuracy of Purchasers’representations and warranties set forth in Article III, no approval, consent,waiver, authorization or other order of and no declaration, filing,registration, qualification or recording with, any United States, state ormunicipal, or other governmental authority is required to be obtained or madeby or on behalf of Seller in connection with the execution, delivery, orperformance of this Agreement and the transactions contemplated hereby, exceptas will have been obtained or will have been made and as will be in full forceand effect at the Closing.

ARTICLEIII

PURCHASERS’REPRESENTATIONS AND WARRANTIES

             Eachof the Purchasers hereby represents and warrants severally but not jointly toSeller, the Portfolio Partnership and the General Partner as follows:

             3.1        Organization; Power.  If such Purchaser is a corporation orlimited liability company, such Purchaser is a corporation or limited liabilitycompany duly formed, validly existing and in good standing under the laws ofthe jurisdiction in which it was formed and has all corporate or othernecessary power and authority to carry out its business and to own, lease andoperate its properties.

             3.2        Authorization.  Such Purchaser has all necessary power andauthority to enter into, execute and deliver this Agreement and each of theother documents and instruments executed and delivered by such Purchaser herebyand to perform all of the obligations to be performed by such Purchaserhereunder.  This Agreement has been dulyauthorized, executed and delivered by such Purchaser and constitutes the validand binding obligation of such Purchaser, enforceable against such Purchaser inaccordance with its terms.

             3.3        Validity.  Neither the execution and delivery of thisAgreement nor the performance or consummation of the transactions contemplatedhereby by such Purchaser will conflict with, result in the breach of,constitute a default under, or accelerate performance provided by the termsof:  any law, any rule or regulation ofany government or any agency of any government, or any judgment, order, writ,decree, permit or license of any court or other agency of any government towhich such Purchaser may be subject; or any of such Purchaser’s governingdocuments.

             3.4        Investment Representations. EachPurchaser hereby individually and separately represents and warrants to thePortfolio Partnership and to the General Partner, as follows and herebyacknowledges that such Purchaser has been informed directly and has fullknowledge that the Portfolio Partnership and the General Partner intend to relyupon these representations and warranties:

                           (a)         Opportunity to Verify Information.  Such Purchaser acknowledges thatrepresentatives of the Portfolio Partnership have made available to suchPurchaser, during the course of this transaction and prior to the transfer ofany Portfolio Property, the opportunity to ask questions of and receive answersfrom them concerning the Portfolio Partnership, and to obtain any additionalinformation regarding the proposed activities of the Portfolio Partnership.

                           (b)        Purchase for Investment.  Such Purchaser understands that suchPurchaser must bear the economic risk of its investment until the terminationof the Portfolio Partnership; that the Portfolio Interest has not beenregistered under the Securities Act of 1933, as amended (the “Securities Act”),and, therefore, cannot be resold or otherwise disposed of unless it issubsequently registered under the Securities Act or unless an exemption fromsuch registration is available; that the Portfolio Partnership is not beingregistered as an “investment company” as the term “investment company” isdefined in Section 3(a) of the United States Investment Company Act of 1940, asamended (the “Investment Company Act”); that such Purchaser is acceptingthe assignment of the Portfolio Interest for its own account and without a viewtowards distribution thereof; that such Purchaser agrees not to resell orotherwise dispose of all or any part of the Portfolio Interest, except aspermitted by law, including, without limitation, any and all applicableprovisions of the Partnership Agreement and any regulations under theSecurities Act; that the transfer of the Portfolio Interest and thesubstitution of another Limited Partner (as defined in the PartnershipAgreement) for such Purchaser are restricted by the terms of the PartnershipAgreement; that the Portfolio Partnership does not have any intention ofregistering the Portfolio Partnership as an “investment company” under theInvestment Company Act or of registering the Portfolio Interest under theSecurities Act or of supplying the information which may be necessary to enablesuch Purchaser to sell the Portfolio Interest, except upon a request incompliance with Rule 144A(d)(4)(i); and that Rule 144 under the SecuritiesAct may not be available as a basis for exemption from registration of thePortfolio Interest.  There is no publicor other market for the Portfolio Interest, and it is not anticipated that sucha market will ever develop.  For the foregoingreasons, such Purchaser will be required to retain ownership of the PortfolioInterest and bear the economic risk of this investment for an indefiniteperiod.

                           (c)         Accredited Investor Status.  Such Purchaser is an “accredited investor”within the meaning of Rule 501(a) promulgated under the Securities Act.

                           (d)        Securities Law.  If such Purchaser is a corporation, trust,partnership or other organization:

                                        (i)  Such Purchaser was not, or will not be,formed or “recapitalized” (as defined below) for the specific purpose ofacquiring the Portfolio Interest;

                                        (ii)  Such Purchaser’s stockholders, partners orother beneficial owners have no individual discretion as to their participationor non-participation in the Portfolio Interest and will have no individualdiscretion as to their participation or non-participation in particularinvestments made by the Partnership;

                                        (iii)  Such Purchaser has not and will not investmore than forty percent (40%) of its “committed capital” (as defined below) inthe Portfolio Partnership; and

                                        (iv)  If such Purchaser is contributing ten percent(10%) or more of the total capital to be contributed to the PortfolioPartnership, such Purchaser is not an “investment company” under Section 3(a)of the Investment Company Act or an entity which would be an “investmentcompany” but for the exception provided for in Section 3(a), or an entity whichwould be an “investment company” but for the exception provided for in Section3(c)(1) or Section 3(c)(7) of the Investment Company Act.

For purposes of this Section 3.4(d),the following definitions shall apply: “committed capital” includes all amounts which have been contributed toa Purchaser by its shareholders, partners or other equity holders plus allamounts which such persons remain obligated to contribute to it.  The term “recapitalized” shall include newinvestments made in a Purchaser solely for the purpose of financing itsacquisition of the Portfolio Interest and not made pursuant to a priorfinancial commitment.

                           (e)         Treasury Regulations 100 PartnerLimitation.  Either (a) suchPurchaser is not a partnership, grantor trust, or S corporation, or (b) suchPurchaser is such an entity, but (i) at no time during the term of thePortfolio Partnership will 65% or more of the value of any beneficial owner’sdirect or indirect interest in such Purchaser be attributable to suchPurchaser’s interests in the Portfolio Partnership, (ii) less than 65% ofthe value of such Purchaser is attributable to such Purchaser’s interests inthe Portfolio Partnership, and (iii) permitting the Portfolio Partnershipto satisfy the 100-partner limitation set forth in Section 1.7704-1(h)(1)(ii)of the Treasury Regulations is not a principal purpose of any beneficial ownerof such Purchaser in investing in the Portfolio Partnership through suchPurchaser; provided that if such Purchaser is unable to make either suchrepresentation, such Purchaser shall have so indicated to the General Partnerin writing and shall have provided the General Partner with evidence (includingopinions of counsel) satisfactory in form and substance to the General Partnerrelating the status of the Partnership under Section 7704 of the InternalRevenue Code of 1986, as amended.

             3.5        No Public Offering.  Such Purchaser has not made, and has nocurrent intention to make, a public offering of its securities.

             3.6        Brokers and Finders.  Such Purchaser has neither directly orindirectly dealt with anyone acting in the capacity of a finder or broker norincurred any obligations for any finder’s or broker’s fee or commission inconnection with the transactions contemplated by this Agreement.

             3.7        Independent Appraisal.  Such Purchaser acknowledges that Sellermakes no representation or warranty with respect to, and shall have noresponsibility with respect to, the solvency, financial condition or statementsof the Portfolio Partnership.  SuchPurchaser acknowledges that it has made its own due diligence analysis, creditanalysis and decision to purchase the Portfolio Property and will continue tobe responsible for making its own independent appraisal of the business,affairs and financial condition of the Portfolio Partnership.

ARTICLEIIIA

PORTFOLIOPARTNERSHIP’S REPRESENTATIONS AND WARRANTIES

             ThePortfolio Partnership hereby represents and warrants to each of the Purchasersas follows:

             3A.1     Seller’s Capital Account.  The Total Subscription (as defined in thePartnership Agreement) of Seller is $4,000,000.00, and the Total Subscriptionsof all of the partners of the Portfolio Partnership are$6,343,435.00.  Seller has made Capital Contributions (asdefined in the Partnership Agreement) to the Portfolio Partnership in theaggregate amount of $3,246,537.31, including the Capital Contributions of(i) $37,834.39 which was required to be contributed on or before June 18,2001, and (ii) $25,222.92 which was required to be contributed on orbefore June 29, 2001.  Sellerremains obligated to make Additional Capital Contributions (as defined in thePartnership Agreement) to the Portfolio Partnership of $753,462.69.

             3A.2     Investments. Set forth on Schedule3A.2 is a list of the securities held by the Porfolio Partnership.

ARTICLEIV

GENERAL PARTNER CONSENT

             4.1        Consent.  Subject to satisfaction or waiver of allconditions precedent set forth in Section 7.3, the General Partner herebyconsents to (i) the execution of this Agreement; (ii) the transfer of thePortfolio Property hereunder; and (iii) the admission of each Purchaser as alimited partner to the Portfolio Partnership, effective as of the Closing Date.

ARTICLEV

COVENANTS

             5.1        Transfer Taxes, Fees, and Expenses.  Seller shall pay any and all sales, stamp,documentary, use, filing, transfer and other taxes and fees (includingattorneys’ fees of the Portfolio Partnership) payable as a result of thetransfer of the Portfolio Property or any part thereof.

             5.2        Confidentiality.  Except to the extent that such information(i) is already known to the receiving party when received,(ii) thereafter becomes lawfully obtainable from other sources,(iii) is required to be disclosed pursuant to any law or regulation orrule of any national securities quotation system such as Nasdaq NationalMarket, or (iv) is excepted from this confidentiality requirement by theexpress mutual consent of Seller, Purchasers, the Portfolio Partnership and theGeneral Partner, (a) all information furnished by and among the parties inconnection with this Agreement and the transactions contemplated hereby shallbe kept confidential by the receiving party and shall be used by the receivingparty only in connection with this Agreement and the transactions contemplatedhereby; provided, however, that a party may disclose such information(x) to its attorneys’ accountants, consultants, and other professionals; or (y)to any affiliate of such party or to a partner, member, employee, stockholder,or subsidiary of such party, so long as such party notifies such partner,member, employee, stockholder or subsidiary that such information isconfidential.

             5.3        Tax Matters.  Seller, Purchasers, the PortfolioPartnership and the General Partner shall cooperate in allocating amongPurchasers and Seller, in the manner mutually agreed upon by Seller andPurchasers, with respect to the Portfolio Interest, income, gains, losses,deductions or credits under Section 706 of the Internal Revenue Code of1986, as amended, attributable to such Portfolio Interest for the tax year ofthe Portfolio Partnership in which the Closing Date occurs.

ARTICLE VI

CLOSING MATTERS

             6.1        TheClosing.  Subject to satisfaction orwaiver of all conditions precedent set forth in Article VII, the closing withrespect to the transfer of the Portfolio Property (the “Closing”) shall be heldon a date selected by Seller and Purchasers to be as soon as practicable afterthe date hereof, but not later than June 29, 2001 (the “Closing Date”), atthe offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street,Boston, Massachusetts 02110, or at such other place as the parties mayagree.  If any condition inArticle VII is not satisfied in any respect (or is not duly waived) at theClosing, the party whose obligations are subject to such condition orconditions may extend the date of the Closing (during which extension the otherparties shall use all reasonable efforts to cause all such conditions to besatisfied in all respects).  If allconditions are determined to be satisfied (or are duly waived) at the Closing(whether or not delayed), the Closing shall be consummated.

             6.2        Purchase Price; Delivery of PortfolioProperty.  At the Closing,(i) each Purchaser shall (a) execute and deliver to Seller an Assignmentand Assumption Agreement and (b) execute and deliver to the PortfolioPartnership a Power of Attorney and its respective counterpart signature pageto the Amendment to the Partnership Agreement and (c) pay to Seller the portionof the Purchase Price for such Purchaser as set forth on Schedule Ato Seller as provided in Section 1.3, and (ii) Seller shall deliveror cause to be delivered to Purchasers, free and clear of all Liens, other thanInvestment Liens, (a) all of the instruments and other documents that representor constitute the Portfolio Interests to be transferred at the Closing, dulyendorsed in blank for transfer, (b) all necessary instruments of transfer as tothe Portfolio Property, including Assignment and Assumption Agreements witheach of the Purchasers, and (c) all of the Portfolio Property Agreements andother documents that constitute a part of the Portfolio Property to betransferred at the Closing that have not previously been delivered toPurchasers.

             6.3        Documents and Certificates.  Purchasers and Seller shall use allreasonable efforts, on or prior to the Closing, to execute and deliver all suchinstruments, documents, or certificates as may be necessary, appropriate, ordesirable, on the advice of counsel, for the consummation at the Closing of thetransactions contemplated by this Agreement.

ARTICLE VII

CONDITIONS OF CLOSING

             7.1        ConditionsApplicable to Purchasers.  Each ofthe Purchasers’ obligations under this Agreement to consummate the transactionscontemplated by this Agreement at the Closing are, at their option, subject tothe satisfaction or waiver of the following conditions:

                           (a)         Accuracy of Representations andWarranties.  Seller’srepresentations and warranties set forth in this Agreement shall be true andcorrect in all material respects both on the date of this Agreement and as ofthe Closing Date (with the same force and effect as if such representations andwarranties were made anew at and as of, the Closing Date, except (i) tothe extent that such representations and warranties are by their expressprovisions made as of the date of this Agreement or another specified date and(ii) to effect any activities or transactions that may have taken placeafter the date of this Agreement and that are contemplated by this Agreement).

                           (b)        Litigation.  No action, suit, litigation, arbitrationproceeding or investigation shall (i) have been formally instituted and bepending with regard to the transactions contemplated by this Agreement or(ii) to the best knowledge of Seller and Purchasers, be threatened by anygovernmental authority of the United States or any State thereof or by anyother person with regard to the transactions contemplated by thisAgreement.  On the Closing Date, no injunction,order, or decree restricting or enjoining consummation of the transactionscontemplated by this Agreement shall be in force.

                           (c)         Certificates.  Seller shall have delivered to each of thePurchasers (i) a Certificate dated the Closing Date signed by anauthorized signatory of Seller to the effect that Seller has performed andcomplied with the conditions set forth in subsections (a) and (b) aboveand (ii) a Certificate of a duly authorized officer of Seller certifyingthe due authorization of the execution of this Agreement and the consummationof the transactions contemplated by this Agreement.

             7.2        Conditions Applicable to Seller.  Seller’s obligations under this Agreement toconsummate the transactions contemplated by this Agreement at the Closing are,at its option, subject to satisfaction or waiver of the following conditions:

                           (a)         Accuracy of Representations andWarranties.  Each Purchaser’srespective representations and warranties set forth in this Agreement shall betrue and correct in all material respects both on the date of this Agreementand as of the Closing Date (with the same force and effect as if suchrepresentations and warranties were made anew at and as of the Closing Date,except (i) to the extent that such representations and warranties are bytheir express provisions made as of the date of this Agreement or anotherspecified date and (ii) to effect any activities or transactions that mayhave taken place after the date of this Agreement and that are contemplated bythis Agreement).

                           (b)        Litigation.  No action, suit, litigation, arbitration,proceeding or investigation shall (i) have been formally instituted and bepending with regard to the transactions contemplated by this Agreement or(ii) to the best knowledge of each Purchaser, be threatened by any governmentalauthority, foreign or domestic, or by any person with regard to thetransactions contemplated by this Agreement. On the Closing Date, no injunction, order, or decree restraining orenjoining consummation of the transactions contemplated by this Agreement shallbe in force.

                           (c)         Certificates.  Each Purchaser shall have furnished Sellerwith (i) a Certificate dated the Closing Date signed by each suchPurchaser to the effect that each such Purchaser has performed and compliedwith its respective conditions set forth in subsections (a) and (b) aboveand (ii) a Certificate of a duly authorized individual of each of thePurchasers certifying the due authorization of the execution of this Agreementand the consummation of the transactions contemplated by this Agreement (itbeing understood that Purchasers who are individuals shall not have to executea certificate contemplated by this clause (ii)).

             7.3        Conditions Applicable to GeneralPartner.  General Partner’s consentto the transactions contemplated under this Agreement are, at its option,subject to satisfaction or waiver of the following conditions:

                           (a)         Accuracy of Representations andWarranties.  Each of the Purchaser’sor Seller’s respective representations and warranties, as the case may be, setforth in this Agreement shall be true and correct in all material respects bothon the date of this Agreement and as of the Closing Date (with the same forceand effect as if such representations and warranties were made anew at and asof the Closing Date, except (i) to the extent that such representationsand warranties are by their express provisions made as of the date of thisAgreement or another specified date and (ii) to effect any activities ortransactions that may have taken place after the date of this Agreement andthat are contemplated by this Agreement).

                           (b)        Litigation.  No action, suit, litigation, arbitration,proceeding or investigation shall (i) have been formally instituted and bepending with regard to the transactions contemplated by this Agreement or(ii) to the best knowledge of Purchasers and Seller, be threatened by anygovernmental authority, foreign or domestic, or by any person with regard tothe transactions contemplated by this Agreement.  On the Closing Date, no injunction, order, or decree restrainingor enjoining consummation of the transactions contemplated by this Agreementshall be in force.

                           (c)         Certificates. Each Purchaser andthe Seller shall have furnished General Partner with (i) a Certificatedated the Closing Date signed by the Purchaser or the Seller, as the case maybe, to the effect that each Purchaser or the Seller, as the case may be, hasperformed and complied with the conditions set forth in subsections (a)and (b) above and (ii) a Certificate of a duly authorized officer of eachof the Purchasers or Seller certifying the due authorization of the executionof this Agreement and the consummation of the transactions contemplated by thisAgreement (it being understood that Purchasers who are individuals shall nothave to execute a certificate contemplated by this clause (ii)).

ARTICLE VIII

MISCELLANEOUS

             8.1        Survivalof Representations and Warranties. All representations and warranties of the parties to this Agreementshall survive the Closing.  Anyinvestigation or other examination that may have been made or may be made atany time by or on behalf of the party to whom representations and warrantiesare made shall not limit, diminish, or in any way affect the representationsand warranties in this Agreement, and the parties may rely on therepresentations and warranties in this Agreement irrespective of anyinformation obtained by them by any investigation, examination, or otherwise.

             8.2        Additional Documents and Acts.  After the Closing, the parties agree toexecute and deliver such additional documents, certificates and instruments andto perform such additional acts, as may be reasonably requested and necessaryor appropriate to carry out all of the provisions of this Agreement, and toconsummate all of the transactions contemplated by this Agreement with respectto that part of the Portfolio Property.

             8.3        Specific Performance.  Each of the parties hereby acknowledges thatthe other parties will have no adequate remedy at law if it fails to performany of its obligations under this Agreement. In such event, each of the parties agrees that the other parties shallhave the right, in addition to any other rights they may have (whether at lawor in equity), to specific performance of this Agreement.

             8.4        Notices.  All notices, consents, waivers and othercommunications hereunder shall be in writing and shall be deemed to have beenduly given when delivered in person or posted by United States registered orcertified mail, return receipt requested, with postage prepaid, addressed asfollows:
 (a)if  to John Moores, Charles E. Noell or Paul V. Barber, to each respective  individual at:     c/o JMI, Inc.  12680  High Bluff Drive, Suite 200  San  Diego, CA  92130    (b)if  to Harry S. Gruner or Bradford D. Woloson, to each such individual at:     c/o JMI, Inc.  1119  St. Paul Street  Baltimore,  MD 21202
 

 
 (c)if  to Knickerbocker Capital LLC:     Knickerbocker  Capital LLC  268  Main Street  P.O.  Box 159  Gladstone,  NJ  07934  Attention:  Gustav H. Koven     with  a copy to:    Knickerbocker, LLC  268  Main Street  P.O.  Box 159  Gladstone,  NJ  07934  Attention:  Patricia K. Sheridan    (d)if  to Seller:     META  Group, Inc.  208  Harbor Drive  Stamford,  CT 06912  Attn:  Chief Financial Officer    (e)If  to the Portfolio Partnership or the General Partner:     JMI  Side Associates, L.L.C.  c/o  JMI, Inc.  12680  High Bluff Drive  Suite  200  San  Diego, CA  92130  Attn: Charles E. Noell
                          (c)         To such other address or addresses asPurchasers, Seller or General Partner may from time to time designate by noticeas provided herein, except that notices of changes of address shall beeffective only upon receipt.

             8.5        Assignment.  Neither this Agreement nor any of therights, interests, or obligations under this Agreement shall be assigned by anyof the parties without the prior written consent of the other parties, exceptthat any of the Purchasers may assign all or a portion of its rights, interestsor obligations under this Agreement to any of the following: Bryant Burke, Bob Smith, Hannah Park, ErinMatias, Stacy Landsman, Peter Arrowsmith, Insysco, LLC or KnickerbockerCapital LLC, or any entity to which certain of the Purchasers contribute theirPortfolio Interest.

             8.6        Waiver.  Any party (the “Waiving Party”) to this Agreement may, withrespect to itself only and not the other parties to this Agreement, by writtennotice to the other parties,  (a) extendthe time for the performance of any of the obligations or other actions of oneor all of the other parties owed to such Waiving Party, as the case may be,under this Agreement; (b) waive any inaccuracies in the representations orwarranties of one or all of the other parties contained in this Agreement or inany document delivered pursuant to this Agreement and made to such WaivingParty; (c) waive compliance with any of the conditions or covenants of one orall of the other parties owed to such Waiving Party, as the case may be,contained in this Agreement; or (d) waive or modify performance of any of theobligations of one or all of the other parties owed to such Waiving Party, asthe case may be, under this Agreement. Except as provided in the preceding sentence, no action taken pursuantto this Agreement, including, without limitation, any investigation by or onbehalf of any party, shall be deemed to constitute a waiver by the party takingsuch action of compliance with any of the representations, warranties,covenants, conditions, agreements, or indemnities contained in thisAgreement.  The waiver by any party of abreach of any provision of this Agreement shall not operate or be construed asa waiver of any subsequent breach.

             8.7        Entire Agreement.  This Agreement, together with the Schedulesto this Agreement (which are incorporated into this Agreement by reference) andthe Agreements set forth on such schedules, supersedes any other agreement,whether written or oral, that may have been made or entered into by the partieshereto relating to the matters contemplated hereby, and constitutes the entireagreement by the parties with respect to the subject matter hereof.

             8.8        Amendments,Supplements, Etc.  ThisAgreement may be amended or supplemented only by additional written agreements,articles, or certificates signed by each of the Purchasers, Seller, PortfolioPartnership and General Partner as may be determined to be necessary,appropriate, or desirable to further the purposes of this Agreement, to clarifythe intention of the parties, or to add to or modify the covenants, terms, orconditions hereof.

             8.9        Interpretation.  When a reference is made in this Agreementto Articles, Sections or  Schedules,such reference shall be to an Article, Section, Schedule, or Exhibit to thisAgreement, unless otherwise indicated. The words “include,” “includes,” and “including” when used herein shallbe deemed in each case to be followed by the words “without limitation.”  Any capitalized terms used in this Agreementand not defined in this Agreement shall have the meaning assigned to it in thePartnership Agreement.

             8.10      Headings and Captions.  The headings and captions in this Agreementare for convenience and reference purposes only and shall not be considered apart of or affect the construction or interpretation of any provision of thisAgreement.

             8.11      Counterparts.  This Agreement may be executed in two ormore counterparts, each of which shall be an original, but all of whichtogether shall constitute one and the same instrument.

             8.12      Successors and Assigns.  This Agreement shall be binding upon, inureto the benefit of, and may be enforced by, each of the parties to thisAgreement and their successors and assigns.

             8.13      Governing Law.  This Agreement shall be governed by andconstrued, interpreted, and enforced in accordance with the laws of Delaware,without giving effect to the principles of conflicts of law thereof.

             8.14      Publicity.  Except as may otherwise be required by lawor regulation or rule of any national securities quotation system such asNasdaq’s National Market, no publicity release or announcement concerning thisAgreement or the transactions contemplated by this Agreement shall be made byany party without the prior consent of the other parties, which consent shallnot be unreasonably withheld, delayed, or conditioned.

             8.15      Expenses.  Subject to Section 5.1, Seller and Purchasers shall pay all oftheir own fees and expenses incurred in connection with the preparation andnegotiation of this Agreement. Pursuant to Section 13.3 of the PartnershipAgreement the Seller shall reimburse the Portfolio Partnership for any expensesreasonably incurred by the Portfolio Partnership in the course of consummatingthe transactions contemplated by this Agreement.

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             INWITNESS WHEREOF, Purchasers, Seller, Portfolio Partnership and General Partnerhave caused this Agreement to be duly executed and delivered as of the datefirst above written.
  META  GROUP, INC. By:/s/  John A. Piontkowski    Name:  John A. Piontkowski  Title:  Chief Financial Officer     /s/  John Moores    John  Moores     /s/  Harry S. Gruner    Harry  S. Gruner     /s/  Charles E. Noell    Charles  E. Noell     /s/  Paul V. Barber    Paul  V. Barber     /s/  Bradford D. Woloson    Bradford  D. Woloson     KNICKERBOCKER  CAPITAL LLC    By:/s/  Patricia K. Sheridan    Name:  Patricia K. Sheridan  Title:  Authorized Signatory
 
  Agreed  and Accepted by:     JMI  EQUITY SIDE FUND, L.P.    By:JMI  Side Associates, L.L.C.  Its  General Partner     By:/s/  Paul V. Barber    Managing  Member     JMI  SIDE ASSOCIATES, L.L.C.    By:/s/  Paul V. Barber    Managing  Member
 

             In accordance with Item 601 (b) (2) of Regulation S-K, the Schedules tothis Agreement have not been filed.  Theomitted schedules principally contain disclosure information with respect to(i) each Purchaser’s Capital Commitments, (ii) the approximate percentage ofSeller’s Capital Account Balance acquired by each Purchaser, (iii) theapproximate percentage of aggregate Total Subscriptions to the Fund acquired byeach Purchaser, (iv) the Purchaser Price paid by each purchaser, (v) wireinstructions to Seller’s Bank account, (vi) a list of Portfolio PropertyAgreements, and (vii) a list of securities held by the Fund.  The omitted schedules do not containinformation that is material to an investment decision in the registrant.  The registrant hereby agrees to furnish supplementarya copy of any omitted schedule to the Commission upon request.
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