0001193125-06-213271 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Texas

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and Phillip C. Thrasher (the “Executive”), effective as of October 22, 2006.

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Re: Post Closing Employee Payment and Retention Agreement
Metasolv Inc • October 24th, 2006 • Services-computer programming services

This Retention Agreement shall be effective as of the closing of the Merger (the “Closing”). If the Merger Agreement is terminated, this Retention Agreement shall be null and void and have no force or effect, and the parties to this Retention Agreement shall have no liability to each other whatsoever under this Retention Agreement. The terms and provisions of this Retention Agreement shall supersede and replace in all respects Paragraphs 2, 4, 7, 8(A), (B) and (C) of that certain Employment Agreement dated as of February 13, 2006 by and between you and the Company (as amended, the “Employment Agreement”). After the Closing, the Employment Agreement, as modified by this Retention Agreement, and your Indemnification Agreement with the Company shall continue in full force and effect. All capitalized terms used but not defined in this Retention Agreement shall have the meanings assigned to them in the Employment Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • Texas

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between MetaSolv Software, Inc., a Delaware corporation (the “Employer”), and T. Curtis Holmes, Jr. (the “Executive”), effective as of October 22, 2006.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • October 24th, 2006 • Metasolv Inc • Services-computer programming services • New York

AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of October 23, 2006 (this “Rights Agreement Amendment”), is by and between MetaSolv, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

October 22, 2006
Metasolv Inc • October 24th, 2006 • Services-computer programming services
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