Exhibit 2
Xxxxx X. Xxxxxxx
c/o Fulton Capital Management LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
August 3, 2004
Xx. Xxxx Xxxxxxx
X.X. Xxx 0000
Xxxxxxx XX 00000
RE: META GROUP INC.
Dear Xxxx:
This letter will set forth the initial outline of the terms of our agreement to
attempt to acquire all the equity of META Group Inc. (the "Company") through
Pangea Management LLC ("Pangea Management") or one of its subsidiaries ("New
Company") (the "Transaction").
1. You and I will organize Pangea Management in Delaware initially as a 50:50
member managed LLC.
2. Pangea Management will retain Xxxxxxx XxXxxxxxx LLP as its counsel in
connection with the Transaction.
3. Pangea Management will retain a financial advisor in connection with the
Transaction.
4. The initial economic arrangements in respect of the Transaction will be as
outlined in Exhibit A hereto.
If you are in agreement with the foregoing, please sign and return to us the
enclosed copy of this letter, whereupon this letter shall become a binding
agreement between us as of the date above written.
Sincerely yours,
/s/ Xxxxx X. Xxxxxxx
-----------------------
XXXXX X. XXXXXXX
ACCEPTED AND AGREED:
/s/ Xxxx Xxxxxxx
-----------------------
XXXX XXXXXXX
EXHIBIT A - POTENTIAL SCENARIOS
I. COMPANY PURCHASED BY PANGEA MANAGEMENT:
Economics to be determined following determination of New Company
capital structure and participants.
11. NO TRANSACTION WITHIN 18 MONTHS:
Xxxxxxx and Xxxxxxx to split Pangea Management's expenses of the
attempted transaction 50-50.
III. COMPANY PURCHASED BY HIGHER BIDDER:
Xxxxxxx to pay all of Pangea Management's expenses of the attempted
transaction and a fee of $200,000 to Xxxxxxx.
