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                                                                   Exhibit 10.29

                        AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 13TH day of February, 2003, by and between MetaSolv
Software, Inc. a Delaware corporation (the "Employer"), and Phillip C. Thrasher
(the "Executive").

                                    RECITALS

     A. The Employer and the Executive entered into an Employment Agreement
dated as of July 3, 2002 (the "Employment Agreement").

     B. The Employer and the Executive desire to amend the Employment Agreement
as set forth below.

     NOW, THEREFORE, in consideration of the above premises and the following
mutual covenants and conditions, the parties agree as follows:

     1. Amendment to Section 5(B). Section 5(B) of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:

          "B. The Employer shall award the Executive the following options
     (collectively, the "Options") to purchase shares of MetaSolv, Inc.'s common
     stock:

               (1) 125,000 shares of common stock on the Acquisition Closing
          Date

               (2) 75,000 six months following the Acquisition Closing Date

               (3) 50,000 on February 13, 2003.

          All options, other than the Options in subparagraph (1) above, shall
     be granted at an exercise price equivalent to the fair market value of the
     common stock, as determined by the closing sales price on the Nasdaq on the
     date of the grant, which shall be the first business day of the month
     following the respective dates indicated above. The Options in subparagraph
     (1) above shall be granted at an exercise price equivalent to the fair
     market value of the common stock, as determined by the closing sales price
     on the Nasdaq on the Acquisition Closing Date. The stock options will vest
     and otherwise be governed by the terms and provisions imposed by the
     Employer's stock option program and the stock option agreement, which the
     Executive shall be required to enter into as a condition of such grant."

          2. Headings. The headings in this Amendment are inserted for
     convenience only and are not to be considered a construction of the
     provisions hereof.


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     3. Execution of Amendment. This Amendment may be executed in several
counterparts, each of which shall be considered an original, but which when
taken together, shall constitute one agreement.

     4. Recitals. The recitals to this Amendment are incorporated herein as an
integral part hereof and shall be considered as substantive and not precatory
language.

     5. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Texas.

     IN WITNESS WHEREOF, the parties have set their signatures on the date first
written above.

EMPLOYER:                                        EXECUTIVE:

METASOLV SOFTWARE, INC.


By:  /s/ T. Curtis Holmes, Jr.                   /s/ Phillip C. Thrasher
   ---------------------------------             -------------------------------
     T. Curtis Holmes, Jr.                       Phillip C. Thrasher
Its: President and Chief Operating Officer


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