This Registration Rights Agreement (the "Agreement") is entered into as of

July 20, 2001, by and among MetaSolv, Inc., a Delaware corporation (the

"Company"), each of the Shareholders persons identified on Exhibit A attached

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hereto (together with each assignee pursuant to Section 6(c) hereof,

collectively the "Shareholders") and Joseph Hatchuel, acting as the

representative for each Shareholder hereunder (the "Shareholders'

Representative").



                                   RECITALS:

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     A.  The Company, MetaSolv Canada Inc., a corporation incorporated under the

laws of Nova Scotia and a wholly-owned subsidiary of the Company ("MetaSolv

Canada"), MetaSolv Canada Holdings Inc., a corporation incorporated under the

laws of Nova Scotia and a wholly-owned subsidiary of MetaSolv Canada ("MCH"),

the Shareholders, LAT45 degrees Information Systems, Inc., a corporation

incorporated under the federal laws of Canada ("LAT45"), and each of Joseph

Hatchuel, Toufik Abdallah, Serge Bouhadana and Jean-Nicolas Guet have entered

into that certain Share Purchase Agreement of even date herewith (the "Purchase

Agreement"), pursuant to which MCH is acquiring all of the outstanding shares of

capital stock (the "Shares") of LAT45.



     B.  Pursuant to the terms of the Purchase Agreement, MCH is paying a

portion of the purchase price for the Shares in exchangeable shares (the

"Exchangeable Shares") of MCH, which such Exchangeable Shares may, in accordance

with the terms and conditions of that certain Exchange Agreement of even date

herewith (the "Exchange Agreement"), be exchanged for shares of the Company's

common stock, par value $0.01 per share (the "Common Stock").



     C.  Pursuant to the terms and conditions hereof, the Company is hereby

agreeing to register under the Securities Act (as hereinafter defined) the

shares of Common Stock received by the Shareholders upon exchange of the

Exchangeable Shares being acquired under the Purchase Agreement.



     D.  Pursuant to those certain Powers of Attorney executed by each

Shareholder of various dates falling in June and July 2001, each Shareholder has

authorized the Shareholders' Representative to execute, deliver and perform this

Agreement on such Shareholder's behalf.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto agree as follows:



                                  AGREEMENTS:

                                  ----------



     1.  Definitions.  As used herein, the following terms shall have the

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meanings indicated.



     "Commission" means the United States Securities and Exchange Commission.



                                       1





         "Exchange Act" means the United States Securities Exchange Act of 1934.



         "Registrable Securities" means the shares of Common Stock received by

the Shareholders upon exchange of the Exchangeable Shares and held of record by

any Shareholder. Any Registrable Security will cease to be a Registrable

Security when (i) a registration statement under the Securities Act covering

such Registrable Security has been declared effective by the Commission, (ii)

such Registrable Security is no longer held of record by such Shareholder or

(iii) such Registrable Security is eligible for resale under Rule 144(k) under

the Securities Act.



         "Securities Act" means the United States Securities Act of 1933.



     2.  Registration Statement.  Within 15 days after the date hereof, the

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Company shall file a "shelf" registration statement on an appropriate form

pursuant to Rule 415 under the Securities Act (the "Registration Statement")

with respect to the sale of all of the Registrable Securities and any other

shares of Common Stock or other securities of the Company that the Company, in

its sole discretion, elects to include therein.  The Company shall use all

commercially reasonable efforts to have the Registration Statement declared

effective by the Commission under the Securities Act concurrently with the

delivery of any such shares of Common Stock and to keep the Registration

Statement effective for a period of five years following the date thereof.  The

Company further agrees, if necessary, to supplement or make amendments to the

Registration Statement, if required by the registration form used by the Company

for the Registration Statement, the instructions applicable to such registration

form, the Securities Act or the rules and regulations thereunder.



     3.  Registration Procedures.

         -----------------------



         (a) Shareholder Obligations.  From and after the declared effective

             -----------------------

date of the Registration Statement, each Shareholder proposing to sell any

Registrable Securities pursuant thereto shall notify the Company in writing (a

"Sale Notice") of such Shareholder's intent to sell Registrable Securities.  The

Company may, in its discretion, notify such Shareholder (the "Company Notice")

within three Business Days following the receipt by the Company of a Sale Notice

that such Shareholder shall, pursuant to Section 3(d), not sell discontinue

disposition of such Registrable Securities.  If the Company fails to provide the

Company Notice within three Business Days following the receipt by the Company

of such Sale Notice, then such Shareholder shall have the right to dispose of

such Registrable Securities for a period of thirty days following the date of

receipt of the Company Notice (the "Sale Period").  After the expiration of such

Sale Period such Shareholder shall be required to provide the Company with an

additional Sale Notice in order to sell Registrable Securities.  Each

Shareholder's rights under this Section 3(a) are subject in all respects to the

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