MOBIUS MANAGEMENT SYSTEMS INC
10-K, EX-10.24, 2000-09-28
PREPACKAGED SOFTWARE
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                                                                   Exhibit 10.24


   MOBIUS MANAGEMENT SYSTEMS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN AMENDMENT


              Pursuant  to Section 15 of the Mobius  Management  Systems,  Inc.
1998 Employee Stock Purchase Plan (the "Plan"),  and as approved by the Board of
Directors of Mobius Management  Systems,  Inc. (the "Company") and in accordance
with the  resolutions of the  stockholders  of the Company adopted on January 7,
2000, Section 4.1 of the Plan is amended to read as follows:

         4.1 The total  number of shares  of common  stock of the  Company,  par
         value  $.01  per  share  ("Common  Stock"),  which  may be  transferred
         pursuant  to the Plan  shall be  650,000  shares.  Such  shares  may be
         authorized  but unissued  Common Stock or authorized  and issued Common
         Stock held in the Company's treasury or acquired by the Company for the
         purpose of the Plan.  Shares  subject  to any lapsed or expired  option
         shall again become  available for transfer  pursuant to options granted
         or to be granted under the Plan.




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