THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of

December 27, 2000, and effective as of January 1, 2001, pursuant to Section 251

of the Delaware General Corporation Law (the "DGCL") is made and entered into by

and among MetaSolv Software, Inc., a Delaware corporation ("MetaSolv"), MS

Merger, Inc., a Delaware corporation ("Merger Sub"), and MetaSolv, Inc., a

Delaware corporation that holds all of the outstanding capital stock of Merger

Sub ("Holdings").



                                    RECITALS



     WHEREAS, as of the date hereof, the authorized capital stock of MetaSolv

consists of (i) 100,000,000 shares of common stock, par value $.005 per share

("MetaSolv Common Stock"), of which 35,927,025 shares were issued and

outstanding and (ii) 10,000,000 shares of preferred stock, par value $.01 per

share, of which none is outstanding;



     WHEREAS, as of the date hereof, the authorized capital stock of Holdings

consists of (i) 100,000,000 shares of common stock, par value $.005 per share

("Holdings Common Stock"), of which 1,000 shares are issued and outstanding, and

(ii) 10,000,000 shares of preferred stock, par value $.01 per share, of which

none is outstanding;



     WHEREAS, as of the date hereof, the authorized capital stock of Merger Sub

consists of 1,000 shares of common stock, par value $.005 per share ("Merger Sub

Common Stock"), of which 1,000 shares are issued and outstanding;



     WHEREAS, the designations, rights and preferences, and the qualifications,

limitations and restrictions thereof, of the Holdings Common Stock are the same

as those of the MetaSolv Common Stock;



     WHEREAS, the Certificate of Incorporation and Bylaws of Holdings

immediately after the Effective Time (as hereinafter defined) will contain

provisions identical to the Third Amended and Restated Certificate of

Incorporation and Bylaws of MetaSolv immediately before the Effective Time

(other than with respect to matters excepted by Section 251(g) of the DGCL);



     WHEREAS, the directors of MetaSolv immediately prior to the Merger (as

hereinafter defined) will be the directors of Holdings as of the Effective Time;



     WHEREAS, Holdings and Merger Sub are newly formed corporations organized

for the purpose of participating in the transactions herein contemplated;



     WHEREAS, MetaSolv desires to create a new holding company structure by

merging Merger Sub with and into MetaSolv with MetaSolv being the surviving

corporation (sometimes hereinafter referred to as the "Surviving Corporation"),

and



                                       1





converting each share of MetaSolv Common Stock into one share of Holdings

Common Stock, all in accordance with the terms of this Agreement;



     WHEREAS, the Boards of Directors of Holdings, Merger Sub and MetaSolv have

approved this Agreement and the merger of Merger Sub with and into MetaSolv upon

the terms and subject to the conditions set forth in this Agreement (the

"Merger"); and



     WHEREAS, pursuant to authority granted by the Board of Directors of

MetaSolv, MetaSolv will, immediately prior to the Effective Time, contribute to

the capital of Holdings any shares of MetaSolv Common Stock then held by

MetaSolv in its treasury.



     NOW, THEREFORE, in consideration of the premises and the covenants and

agreements contained in this Agreement, and intending to be legally bound

hereby, MetaSolv, Holdings and Merger Sub hereby agree as follows:



                                   ARTICLE I



                                  THE MERGER



     Section 1.1  The Merger.  In accordance with Section 251(g) of the DGCL and

subject to and upon the terms and conditions of this Agreement, Merger Sub

shall, at the Effective Time, be merged with and into MetaSolv, the separate

corporate existence of Merger Sub shall cease and MetaSolv shall continue as the

surviving corporation.  MetaSolv as the surviving corporation after the Merger

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