Exhibit 10.1 Voting Agreement


    
      

    

     

                                                                                                    Exhibit
      10.1

    
Voting
      Agreement and Irrevocable Proxy

    


    This
      Voting
      Agreement and Irrevocable Proxy (this
      “Agreement”),
      dated
      as of April
      11,
      2007, is
      entered into
      by and
among
      Allen
      Systems Group, Inc.,
      a
      Delaware corporation (the “Parent”),
      ASG
      M&A, Inc.,
      a
      Delaware corporation and wholly-owned subsidiary of the Parent (the
“Purchaser”),
      Mobius
      Management Systems, Inc.,
      a
      Delaware corporation (the “Company”),
      and
      each of the individuals set
      forth
      in Schedule I to this Agreement (referred to herein individually as a
“Stockholder”,
      and
      collectively as the “Stockholders”).

    


    RECITALS

    


    WHEREAS,
      the
      Stockholders are, as of the date hereof, the record and beneficial owners (as
      defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
      as
      amended (“Rule 13d-3”)) of
      the
      number of shares of common stock, par value $0.0001 per share, of the Company
      (“Common Stock”) set forth opposite the name
      of
      each
      such
Stockholder
      on
      Schedule I hereto;

    


    WHEREAS,
      the
      Parent, the Purchaser and the Company,
      contemporaneously herewith, are
      entering into
      an
      Agreement and Plan of Merger, dated as of the date hereof (the “Merger
      Agreement”),
      whereby the Purchaser will merge with and into the Company with the Company
      continuing as the surviving corporation (the “Merger”)
      upon
      the terms and subject to the conditions set forth in the Merger Agreement
      (capitalized terms used in this Agreement which have not been otherwise defined
      herein shall have the meanings
      ascribed
      to them in the Merger Agreement);

     

    WHEREAS,
      as a
      condition to the willingness of the Parent and Purchaser to enter into the
      Merger Agreement and as an inducement and in consideration therefor, the
      Stockholders have agreed to enter into this Agreement; 

    


    WHEREAS,
      pursuant to the terms of this Agreement the Stockholders have agreed, among
      other things, to furnish and grant to the Parent their respective irrevocable
      proxies to vote the Common Shares; and

    


    WHEREAS,
      the
      Parent is relying on the irrevocable proxies in incurring the expense in
      proceeding with, and in undertaking all actions necessary,
      for the
      consummation of, the Merger;.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements set
      forth
      herein and in the Merger Agreement, and intending to be legally bound hereby,
      the parties hereto agree as follows:

    


    Section
      1. Representations
      and Warranties of the Stockholders.
      Each
      Stockholder hereby represents and warrants to the Parent and the Purchaser,
      severally, as follows: 

    


    (a) As
      of the
      date hereof, each Stockholder is the record and beneficial owner (as defined
      by
      Rule 13d-3, referred to herein as a “beneficial owner”) of and has good and
      marketable title to: (a) that number of shares of Common Stock and Restricted
      Shares
      with any
      voting rights (subject
      to any vesting, repurchase or other lapse restrictions with respect to such
      Restricted Shares) set
      forth
      opposite such Stockholder’s name on Schedule I hereto (said Common Stock and
Restricted
      Shares,
      together
      with any voting shares of Company stock acquired by such Stockholder after
      the
      date of this Agreement, whether upon the exercise of Options or warrants to
      purchase shares of Common Stock or otherwise, all as may be adjusted from time
      to time pursuant to Section 5 hereof
      (the
“Shares”),
      and
      (b) Options and warrants to purchase that number of shares of Common
      Stock
      set
      forth opposite such Stockholder’s name on Schedule I hereto. Schedule I lists
      separately for each Stockholder all of the Shares, Options and

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    warrants
      beneficially owned (as defined by Rule 13d-3, referred to herein as
“beneficially owned” or as “beneficial ownership”) by such
      Stockholder. Other than the Shares set forth opposite such Stockholder’s name on
      Schedule I hereto, such Stockholder does not beneficially own or
      hold
      any
      other
      Shares, Options, warrants, or securities exercisable, convertible, or
      exchangeable into Common Stock or Company voting stock.

    


    (b) Each
      Stockholder who is a natural person has the legal capacity to execute and
      deliver this Agreement and to consummate the transactions contemplated hereby.
      In the case of any Stockholder that is a limited
      partnership, such
      Stockholder is an entity duly organized and validly existing under the
Laws
      of the
      jurisdiction in which it is
      constituted, and each such Stockholder has all requisite power and authority
      to
      execute and deliver this Agreement and to consummate the transactions
      contemplated hereby and has taken all necessary corporate action to authorize
      the execution, delivery and performance of this Agreement. Each Stockholder
      has
      the full voting power, power of disposition, and power to agree to all of the
      matters regarding such Stockholder set forth in this Agreement, in each case
      with respect to all Shares beneficially owned by such Stockholder and as
      identified in Schedule I hereof.

    


    (c) This
      Agreement has been validly executed and delivered by each Stockholder and
      constitutes the legal, valid and binding obligation of such Stockholder,
      enforceable against such Stockholder in accordance with its terms (subject
      to the Bankruptcy and Equity Exception).

    


    (d) Neither
      the execution and delivery of this Agreement nor the performance
      of any of the obligations of
      such
      Stockholder hereunder
      (i)
      conflicts with or violate the Certificate of Incorporation or the Bylaws of
      the
      Company or any of the Company Subsidiaries, (ii) conflicts with or violates
      any
      Law, order, judgment, or decree applicable to such Stockholder, or (iii) results
      in a violation of, or a default under (with or without notice of lapse of time,
      or both), or conflicts with, constitutes or results in a breach of any term,
      condition, or provision of, or result in the creation of a Lien (defined below)
      on the Shares pursuant to, any contract, trust, loan or credit agreement, lease,
      Permit, commitment, agreement, understanding, instrument, obligation,
      arrangement or restriction of any kind to which such Stockholder is a party
      or
      by which such Stockholder, its assets, the Shares, or the Options or warrants
      are bound. The execution and delivery of this Agreement and the consummation
      by
      such Stockholder of the transactions contemplated hereby does not require any
      filing, permit, consent, approval, or notice to or from any Governmental Entity
      or other Person (except for any Regulatory Filings).

    


    (e) The
      Shares owned by each Stockholder are now,
      and
      at all times during the term hereof will be, held
      by
      such Stockholder, or by a nominee or custodian for the benefit of such
      Stockholder, free and clear of all liens, rights of first refusal, claims,
      security interests, proxies, voting trusts or agreements, options, rights,
      understandings or arrangements or any other encumbrances whatsoever on title,
      transfer, or exercise of any rights of a stockholder in respect of such Shares
      (collectively, “Liens”),
      except for any
      Liens
      arising hereunder. The Stockholder has not appointed or granted any proxies,
      which appointments or grants are still effective, with respect to the Shares
      the
      Option or the warrants. 

    


    (f) Each
      Stockholder whose Shares, Options or warrants are subject to community property
      interests under the Laws
      of any
      relevant jurisdiction has agreed to have executed and delivered to the Parent,
      to the extent necessary, such consents, waivers, and approvals necessary for
      the
      execution of this Agreement and the consummation of the transactions
      contemplated hereby regarding such Stockholder.

    


    (g) Each
      Stockholder (i) is a sophisticated investor with respect to the Shares and
      has
      independently and without reliance upon the Parent or the Purchaser and based
      on
      such information as the Stockholder has deemed appropriate, made its own
      analysis and decision to enter into this Agreement, (ii)

     

    
 

    
      
        
        

      

      
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    acknowledges
      that neither the Parent nor the Purchaser has made any representations or
      warranty, whether expressed or implied, of any kind or character, other than
      as
      expressly set forth in this Agreement, (iii) understands and acknowledges that
      the Parent and the Purchaser are entering into the Merger Agreement in reliance
      upon each such Stockholder’s execution and delivery of this Agreement, and (iv)
      acknowledges that the agreements contained herein with respect to the Shares
      are
      irrevocable, subject
      to Section 7 hereof, and
      that
      such Stockholder shall have no recourse to the Shares or the Parent or Purchaser
      with respect to the Shares.

    


    Section
      2. Representations
      and Warranties of the Parent and the Purchaser.
      Each of
      the Parent and the Purchaser hereby, jointly and severally, represents and
      warrants to the Stockholders as follows:

    


    (a) Each
      of
      the Parent and the Purchaser is a corporation organized and validly existing
      under the Laws
      of the
      jurisdiction of its respective incorporation and has all requisite corporate
      power and authority and all necessary governmental approvals to own, lease
      and
      operate its properties and to carry on its business as is now being conducted,
      except where the failure to be so organized and existing or to have such power,
      authority, and governmental approvals would not, individually or in the
      aggregate, impair in any material respect the ability of each of the Parent
      and
      the Purchaser, as the case may be, to perform its obligations under this
      Agreement.

    


    (b) Each
      of
      the Parent and the Purchaser has all the requisite corporate power and authority
      to execute and deliver this Agreement and to consummate the transactions
      contemplated by this Agreement, and to perform its obligations under this
      Agreement. The execution, delivery and performance by the Parent and the
      Purchaser of this Agreement and the consummation of the transactions
      contemplated hereunder have been duly authorized by all necessary corporate
      action in respect thereof on the part of each of the Parent and the Purchaser,
      and by the Parent as the sole stockholder of the Purchaser, and no other
      corporate action is required on the part of the Parent or the Purchaser to
      authorize the execution and delivery by the Parent and the Purchaser of this
      Agreement and the consummation of the transactions contemplated thereby. This
      Agreement has been duly executed and delivered by the Parent and the Purchaser
      and, assuming valid authorization, execution and delivery hereof by the
      Stockholders, is the valid and binding obligation of each of the Parent and
      the
      Purchaser enforceable against each of them in accordance with its terms
(subject
      to the Bankruptcy and Equity Exception).

    


    Section
      3. Appointment
      of Proxy.

    


    (a) Each
      Stockholder agrees that, during the time this Agreement is in effect, at any
      meeting of the stockholders of the Company (a “Company
      Stockholders’ Meeting”),
      called for any of the purposes contemplated by clauses (ii) and (iii) of this
      Section 3(a), however called, and at every adjournment or postponement thereof,
      or in any other circumstances upon which a vote, consent, or other approval
      (including by written consent) is sought, such Stockholder shall (i) when a
      meeting is held, appear at such meeting or otherwise cause such Stockholder’s
      Shares to be counted as present thereat for purposes of establishing a quorum,
      (ii) vote, or execute consents in respect of such Stockholder’s Shares, or cause
      such Stockholder’s Shares to be voted, or consents to be executed in respect
      thereof, in favor of the adoption
      of the
      Merger Agreement (including any revised or amended Merger Agreement approved
      by
      the board of directors of the Company;
      provided that such revised or amended Merger Agreement is not revised or amended
      in any manner which adversely affects the Stockholder in any material manner
      including, for the avoidance of doubt, any decrease in the Merger Consideration
      or extension of the Outside Termination Date to a date after November 30,
      2007)
      and any
      action required in furtherance thereof, and (iii) vote, or execute consents
      in
      respect of such Stockholder’s Shares to be voted, or consents to be executed in
      respect thereof, against (A) any agreement or transaction relating to an
      Acquisition Proposal or transaction or occurrence that if proposed and offered
      to the Company or its stockholders (or

     

    
 

    
      
        
        

      

      
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    any
      of
      them) would constitute an Acquisition Proposal (other than as proposed by the
      Parent, the Purchaser, or any of their Subsidiaries or Affiliates) or (B) any
      extraordinary corporate transaction (other than the Merger), or any amendment
      of
      the Company’s Certificate of Incorporation or Bylaws or other proposal, action
      or transaction involving the Company or any of the Company Subsidiaries or
      any
      of its stockholders, which amendment or other proposal, action or transaction
      would
      prevent
      or materially impede or delay the consummation of the Merger or the transactions
      contemplated by the Merger Agreement or the consummation of the transactions
      contemplated by this Agreement, or to deprive Parent or Purchaser of any
      material portion of the benefits anticipated by Parent and Purchaser to be
      received from the consummation of the Merger or the transactions contemplated
      by
      the Merger Agreement or the transactions contemplated by this Agreement, or
      to
      change in any manner the voting rights of the Shares presented to the
      Stockholders of the Company (regardless of any recommendation of the board
      of
      directors of the Company) or in respect of which the vote or consent of the
      Stockholder is requested or sought.

    


    (b) As
      security for the Stockholders’ obligations under Section 3(a), each of the
      Stockholders hereby irrevocably (subject
      to Section 7 hereof) constitutes
      and appoints Parent, the President of the Parent and the Secretary of the
      Parent, in their respective capacities as officers of the Parent, or any other
      designees of the Parent, each of them individually, as such Stockholder’s proxy
      and attorney-in-fact, with full power of substitution and resubstitution, to
      cause the Stockholder’s Shares to be counted as present at any such Company
      Stockholders’ Meetings and to vote such Stockholder’s Shares at any Company
      Stockholders’ Meeting, however called, and to execute consents in respect of
      such Stockholder’s Shares as and to the extent provided in Section 3(a)(i),
      (ii), and (iii) hereof. The Stockholders acknowledge that Parent is relying
      on
      this Agreement in incurring the expense in undertaking the actions necessary
      for
      the consummation of the Merger and that the performance of this Agreement is
      intended to benefit the Parent. ACCORDINGLY, THIS PROXY AND POWER OF ATTORNEY
      IS
      IRREVOCABLE (EXCEPT
      AS SET FORTH IN SECTION 7 HEREOF) AND
      COUPLED WITH AN INTEREST. 

    


    (c) Each
      Stockholder represents that any proxies heretofore given in respect of the
      Shares, if any, are revocable, and hereby revokes all other proxies and powers
      of attorney with respect to such Stockholder’s Shares that such Stockholder may
      have heretofore appointed or granted, and no subsequent proxy or power of
      attorney shall be granted.

    


    (d) Each
      Stockholder hereby affirms that the irrevocable proxy set forth in this Section
      3 is given in connection with the execution of the Merger Agreement and that
      such irrevocable proxy is given to secure the performance of the duties of
      such
      Stockholder under this Agreement. Such Stockholder hereby further affirms that
      the irrevocable proxy is coupled with an interest and, except as set forth
      in
      this Section 3 or in Section 7, is intended to be irrevocable under applicable
      Delaware Law. If for any reason the proxy granted herein is not irrevocable,
      then such Stockholder agrees to vote his or its Shares in accordance with
      Section 3(a) above as instructed by Parent in writing.

    


    (e) The
      parties acknowledge and agree that neither Parent, nor Parent’s successors,
      assigns, subsidiaries, divisions, employees, officers, directors, stockholders,
      agents and affiliates, shall owe any duty to, whether in Law or otherwise,
      or
      incur any liability of any kind whatsoever, including without limitation, with
      respect to any and all claims, losses, demands, causes of action, costs,
      expenses (including reasonable attorneys’ fees) and compensation of any kind or
      nature whatsoever to the Stockholder in connection with, as a result of or
      otherwise relating to any vote (or refrain from voting) by Parent of the Shares
      subject to the irrevocable proxy hereby granted to Parent at any annual,
      extraordinary or other meeting or action or the execution of any consent of
      the
      stockholders of the Company, in each case pursuant to the terms of this
      Agreement. The parties acknowledge that, pursuant to the authority

     

    
 

    
      
        
        

      

      
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    hereby
      granted under the irrevocable proxy, Parent may vote the Shares pursuant to
      Section 3(b) in furtherance of its own interests, and Parent is not acting
      as a
      fiduciary for the Stockholder.

    


    (f) Except
      pursuant to Section 7 of this Agreement, this irrevocable proxy shall not be
      terminated by any act of the Stockholder or by operation of Law, whether by
      the
      death or incapacity of the Stockholder or by the occurrence of any other event
      or events (including, without limiting the foregoing, the termination of any
      trust or estate for which the Stockholder is acting as a fiduciary or
      fiduciaries or the dissolution or liquidation of any corporation or
      partnership). If after the execution hereof the Stockholder should die or become
      incapacitated, or if any trust or estate should be terminated, or if any
      corporation or partnership should be dissolved or liquidated, or if any other
      such event or events shall occur before the Termination Date (as defined
      herein), certificates representing the Shares shall be delivered by or on behalf
      of the Stockholder in accordance with the terms and conditions of the Merger
      Agreement and this Agreement, and actions taken by the Parent hereunder shall
      be
      as valid as if such death, incapacity, termination, dissolution, liquidation
      or
      other event or events had not occurred, regardless of whether or not the Parent
      has received any notice of such death, incapacity, termination, dissolution,
      liquidation or other event.

    


    (g) The
      vote
      of the Parent pursuant to Section 3(b) of this Agreement shall control in any
      conflict between its vote of the Shares and a vote by the Stockholders of the
      Shares, and the Company agrees to recognize the vote of the Parent instead
      of
      the vote of the Stockholders in the event the Stockholders do not vote in the
      manner required under Section 3(a) hereof. Without derogating from the
      generality of the foregoing, each Stockholder represents to each of the Company
      and the Parent that such Stockholder hereby waives any rights of revocation
      of
      the irrevocable proxy granted hereby that such Stockholder may have, if any,
      under the Certificate of Incorporation. 

    .

    (h) Each
      Stockholder (i) has reviewed the Merger Agreement and is fully aware of the
      terms, conditions, and impact of the Merger Agreement and the basis of the
      recommendation of the Board of Directors to approve the Merger Agreement and
      (ii) together with their counsel, if any, fully understands the Merger
      Consideration payable in connection with the Merger and has determined that
      the
      Merger Consideration is adequate and fair to such Stockholder.

    


    Section
      4. Covenants.
      Each
      Stockholder covenants and agrees as follows:

    


    (a) No
      Transfer of Shares, Options or Warrants.
      Prior to
      the termination of this Agreement, such Stockholder shall not: (i) offer for
      sale, sell, transfer, assign, gift-over, encumber, pledge, hypothecate, cause
      to
      be redeemed or purchased, or otherwise dispose of, directly or indirectly,
      or
      consent to any of the foregoing (“Transfer”),
      the
      record ownership or beneficial ownership (or both) of any of the Shares, the
      Options, the warrants, or any right or interest therein, or create or permit
      to
      exist any Lien affecting the Shares; (ii) enter into any contract, option or
      other agreement, arrangement or understanding with respect to any Transfer;
      (iii) enter into any tender, voting, or other such agreement, or grant any
      proxy, power-of-attorney or other authorization or consent with respect to
      any
      of the Shares or the warrants; (iv) deposit any of the Shares into a voting
      trust, or enter into a voting agreement or arrangement with respect to any
      of
      the Shares; or (v) take any other action that would in any way restrict, limit
      or interfere with the performance of such Stockholder’s obligations hereunder or
      the transactions contemplated hereby or make any representation or warranty
      of
      such Stockholder untrue or incorrect.

    


    (b) Additional
      Shares.
      Each
      Stockholder shall as promptly as practicable notify the Parent of the number
      of
      any additional Shares acquired by such Stockholder, if any, after the date
      hereof. Any such additional Shares shall be subject to the terms of this
      Agreement as through owned by the Stockholder on the date hereof.

     

    
 

    
      
        
        

      

      
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    (c)
      No Solicitation.
      Each
      Stockholder agrees that it shall not, nor will such Stockholder permit any
      of
      its Representatives to, directly or indirectly, in such Stockholder’s capacity
      as a stockholder of the Company:

     

    (i) initiate,
      solicit or knowingly encourage, or take any action to facilitate the making
      of,
      any offer or proposal which constitutes or which would be reasonably likely
      to
      lead to any third-party Acquisition Proposal; or

    


    (ii) enter
      into any agreement with
      respect to any Acquisition Proposal; or

    


    (iii) 
      in the
      event of an unsolicited Acquisition Proposal, engage in negotiations or
      discussions
      with, or
      provide any information or data to, any Person (other than the Parent or any
      of
      its Affiliates or representatives) relating to an Acquisition
      Proposal.

    


    (d)  No
      Inconsistent Agreements.
      Except
      as contemplated by this Agreement and the Merger Agreement, the Stockholders
      will not enter into any voting or other agreement or grant any power of attorney
      with respect to the Shares, or take any action that is
      inconsistent with this Agreement, or that would
      or would
      reasonably be expected to,
      in any
      manner, compete with, interfere with, impede, frustrate, prevent, burden, delay,
      or nullify the Merger, the Merger Agreement, or any of the transactions
      contemplated by the Merger Agreement. 

    


    Section
      5. Certain Events.
      In the
      event of any change in the Shares by reason of a share dividend, stock split,
      split-up, recapitalization, reorganization, business combination, consolidation,
      exchange of shares, or any similar transaction or other change in the capital
      structure of the Company affecting the Shares or the acquisition of additional
      Shares or other securities or rights of the Company by any Stockholder (whether
      through the exercise of any Options, warrants or other rights to purchase Shares
      or otherwise): (a) the number of Shares owned by such Stockholder shall be
      adjusted appropriately, and (b) this Agreement and the obligations hereunder
      shall attach to any additional Shares or other securities or rights of the
      Company issued to or acquired by each of the Stockholders.

    


    Section
      6. Further Assurances.
      Each
      Stockholder shall, upon request of Parent or Purchaser, execute and deliver
      any
      additional documents and take such further actions as may reasonably be deemed
      by Parent or Purchaser to be necessary or desirable to carry out the provisions
      hereof and to vest in Parent the power to vote the Shares as contemplated by
      Section 3 hereof.

    


    Section
      7. Termination.
      This
      Agreement, and all rights and obligations of the parties hereunder, shall
      terminate immediately upon the earlier of: (a) Effective Time, or (b)
      termination of the Merger Agreement in accordance with the terms thereof (the
      “Termination
      Date”);
      provided,
      however,
      that
      Sections 8, 9, and 10(d), of this Agreement shall survive any termination of
      this Agreement.

    


    Section
      8. Expenses.
      All
      fees, costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      fees,
      costs and expenses, except that the Company shall pay the fees, costs and
      expenses of the Stockholders incurred in connection with this Agreement
      and
      the
      transactions contemplated hereby.

    


    Section
      9. Public Announcements.
      Each of
      the Stockholders agrees that it will not issue any press release or otherwise
      make any public statement with respect to this Agreement or the transactions
      contemplated hereby without the prior consent of the Parent and Purchaser,
      except that such disclosure may be made without obtaining such prior consent
      if
      (a) the disclosure is required by applicable
      Law
      or is
      required by any regulatory authority, trading market or inter-dealer quotation
      system on which the Shares

     

     

    
      
        
        

      

      
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    trade
      and
      (b) the party making such disclosure has first used its commercially reasonable
      efforts to consult with the other parties about the form and substance of such
      disclosure.


    Section
      10. Miscellaneous. 

    


    (a)
      Notices .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally, telecopied (which is confirmed) or sent
      by
      a nationally recognized “overnight” courier service, such as Federal Express
      (providing proof of delivery), to the parties at the following addresses (or
      at
      such other address for a party as shall be specified by like
      notice):

    


    If
      to
      Mitchell Gross, addressed to such Stockholder:

    


    c/o
      Mobius Management Systems, Inc.

    120
      Old
      Post Road, 

    Rye,
      New
      York 10580

    Facsimile
      No.: 914-921-1360

     

    If
      to
Joe
      Albracht,
      addressed to such Stockholder:

     

    At
      the
      address set forth in Schedule I for such Stockholder.

     

    with
      a
      copy to:

    


    Kramer
      Levin Naftalis & Frankel LLP

    1177
      Avenue of the Americas

    New
      York,
      New York 10036

    Attention:
      Ernest S. Wechsler 

    Facsimile
      No.: (212) 715-8000

    


    If
      to
      Parent or Purchaser, to:

    


    Allen
      Systems Group, Inc.

    1333
      Third Avenue South

    Naples,
      Florida 34102

    Attention:
      General Counsel

    Facsimile
      No.: (239) 263-3692

    


    with
      a
      copy to:

    


    Carlton
      Fields, P.A.

    Corporate
      Center Three at International Plaza

    4221
      W.
      Boy Scout Boulevard

    Tampa,
      Florida 33607-5736

    Telecopy
      Number: (813) 229-4133

    Attention:
      Richard A. Denmon, Esq.

    


    (b)
      Captions.
      The
      captions contained in this Agreement are for reference purposes only and are
      not
      part of this Agreement.

    


    (c)
      Entire
      Agreement.
      This
      Agreement (and any other documents and instruments referred to herein and
      therein) constitute the entire agreement among the parties with respect to
      the

     

     

     

    
      
        
        

      

      
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    subject
      matter hereof and thereof and supersedes all other prior agreements and
      understandings, both written and oral, among the parties or any of them with
      respect to the subject matter hereof and thereof.


    (d)
      Governing
      Law; Venue.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the Laws of the State of Delaware. Any suit, action or proceeding seeking to
      enforce any provision of, or based on any matter arising out of or in connection
      with, this Agreement or the Transactions may be brought against any of the
      parties in any federal court located in the State of Delaware or any Delaware
      state court, and each of the parties hereto hereby consents to the exclusive
      jurisdiction of such courts (and of the appropriate appellate courts therefrom)
      in any such suit, action or proceeding and waives any objection to venue laid
      therein. Process in any such suit, action or proceeding may be served on any
      party anywhere in the world, whether within or without the State of Delaware.
      Without limiting the generality of the foregoing, each party hereto agrees
      that
      service of process upon such party at the address referred to in this Agreement,
      together with notice of such service to such party, shall be deemed effective
      service of process upon such party.

     

       (e)
      Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the parties hereto (whether by operation of law or
      otherwise) without the prior written consent of the other parties except that
      Parent and Purchaser may assign, in their sole discretion and without the
      consent of any other party, any or all of their rights, interests and
      obligations hereunder to each other or to one or more direct or indirect
      wholly-owned Subsidiaries
      of Parent, in any case so long as the Parent remains liable for all of its
      obligations hereunder, including in connection with a breach of any of the terms
      hereof.
      

    


    (f)
      Severability
      of Provisions.
      If any
      term or provision of this Agreement is invalid, illegal or incapable of being
      enforced by rule of Law or public policy, all other conditions and provisions
      of
      this Agreement shall nevertheless remain in full force and effect so long as
      the
      economic or legal substance of the transactions contemplated by this Agreement
      is not affected in any manner adverse to any party. Upon such determination
      that
      any term or other provision is invalid, illegal or incapable of being enforced,
      the parties hereto shall negotiate in good faith to modify this Agreement so
      as
      to effect the original intent of the parties as closely as possible in an
      acceptable manner to the end that the transactions are fulfilled to the extent
      possible.

    


    (g)
      Specific
      Performance.
      Each of
      the Stockholders acknowledge that irreparable damage to Parent would occur
      and
      money damages would be an inadequate remedy for any breach of this Agreement
      by
      such Stockholder and that the obligations of each Stockholder hereto shall
      be
      enforceable by the Parent or the Purchaser through injunctive or other equitable
      relief. 

    


    (h)
      Amendment.
      No
      amendment, modification or waiver in respect of this Agreement shall be
      effective against any party unless it shall be in writing and signed by such
      party.

    


    (i)
      Binding
      Nature.
      This
      Agreement is binding upon and is solely for the benefit of the parties hereto
      and their respective successors, legal representatives and permitted
      assigns.

    


    (j)
      Survival.
      Except
      as otherwise specifically provided in this Agreement, each representation,
      warranty or covenant of a party contained in this Agreement shall remain in
      full
      force and effect notwithstanding any investigation or notice to the contrary
      or
      any waiver by any other party or beneficiary of a related condition precedent
      to
      the performance by the other party or beneficiary of an obligation under this
      Agreement.

    


    (k)
      Fiduciary
      Duties.
      Nothing
      herein shall derogate from the fiduciary
      duties
      of
      those
      Stockholders who also are directors and/or
      officers of the Company
      and,
      notwithstanding anything

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    contained
      in this Agreement to the contrary, no action or inaction by any Stockholder
      in
      his role as an officer
      and/or a director of the Company shall constitute a breach or violation of
      any
      of the terms of this Agreement.

     

    (l)
      Obligations
      of Stockholders are Several, Not Joint.
      The
      obligations, duties, and liabilities of each Stockholder pursuant to this
      Agreement are several and are not jointm

    


    (m)
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to constitute an original, but all of which together shall constitute
      one
      and the same instrument.

    


    [Signatures
      on Following Pages]

    


    


     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement on the date first above
      written.

     

    


    MOBIUS
      MANAGEMENT SYSTEMS, INC.

    


     

    By:________________________________ 

    Mitchell
      Gross, 

    President
      and Chief Executive Officer

    


    


    ALLEN
      SYSTEMS GROUP, INC.,


    


    


    By:_______________________________ 

    Arthur
      L.
      Allen

    President
      and Chief Executive Officer

    


    


    ASG
      M&A, INC.,


    


    


    By:______________________________ 

    Arthur
      L.
      Allen

    President
      and Chief Executive Officer

    


    


    STOCKHOLDERS:

    


    


    _________________________________

    Mitchell
      Gross,
      in his
      own capacity and

    as
      General Partner of HARMIT, LP


    


    


                                 
      _________________________________

    Joseph
      J.
      Albracht

    


     

     

     

    


    Signature
      Page to Voting Agreement and Irrevocable Proxy

    

 

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