VOTING AGREEMENT

                                                                                                                                               Exhibit 10.1

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 ”).

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

(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)

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

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 o