EXHIBIT 10.6

                                   AMENDMENT
                                     TO THE
                            SHARE PURCHASE AGREEMENT

     Reference is made to that certain Share Purchase Agreement (the
"Agreement") entered into as of July 20, 2001, by and among MetaSolv, Inc., a
Delaware corporation (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"), LAT45 (degree) Information Systems Inc., a corporation
incorporated under the federal laws of Canada ("LAT45"), each of the
shareholders of LAT45 and each of Joseph Hatchuel, Toufik Abdallah, Serge
Bouhadana and Jean-Nicolas Guet.  This Amendment to the Share Purchase Agreement
(this "Amendment") is entered into as of August 20, 2001, by and between MCH and
Joseph Hatchuel, the shareholders' representative appointed pursuant to Section
8.16 of the Agreement (the "Shareholders' Representative").

                                   RECITALS:
                                   --------


     A.  MCH and the Shareholders' Representative wish to enter into this
Amendment to amend and restate Schedule 6.2(b)(viii) to the Agreement in its
entirety.

     B.  Pursuant to Section 8.3 of the Agreement, the Agreement may be amended
in writing by MCH and the Shareholders' Representative.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                  AGREEMENTS:
                                  ----------

     1.  The parties hereto agree that Schedule 6.2(b)(viii) to the Agreement
shall be amended and restated in its entirety to read as set forth on Exhibit A
                                                                      ---------
hereto.

     2.  The parties hereto agree that, except as set forth above in paragraph
1, the Agreement shall remain unaffected and in full force and effect.

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                                       1


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

                                METASOLV CANADA HOLDINGS INC.


                                By: /s/ Jonathan K. Hustis
                                        ----------------------
                                Name:   Jonathan K. Hustis
                                        ----------------------
                                Title:   Secretary
                                        ----------------------


                                SHAREHOLDERS' REPRESENTATIVE:


                                /s/ Josepth Hatchuel
                                --------------------
                                Joseph Hatchuel

                                       2


                                   EXHIBIT A

                             Schedule 6.2(b)(viii)




Name                          Number of Shares
- ----                          ----------------
                           

Joseph Hatchuel                   87,500
Toufik Abdallah                   87,500
Serge Bouhadana                   87,500
Jean-Nicolas Guet                 87,500
Patrice Trudel                    37,300
Toni Arcuri                       33,300
Sarah Minciotti                   33,300
Pascal Bouvry                     20,300
Benoit Lemieux                    18,000
Roland Younes                     16,000
Sam Bouhadana                     16,000
Tom Turnbull                      13,000
Ignacio Troncoso                  13,000
Eric Baelens                      12,000
Ghada Boutanios                   11,000
Aaron Minciotti                   11,000
Miguel Figueroa                    9,000
Marie Tremblay                     2,500
Herve Francois                     2,500
Toufik Issad                         600
Nassim Fath Bouabcha                 300
Paola Oriani                         300
Fernando Gutierrez                   200
Antoinette Giuffrida                 200
Gilbert Cousineau                    200
                                 -------

Total                            600,000



                                      A-1