AGREEMENT AND PLAN OF MERGER

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                                                                     Exhibit 2.1

                                                                  EXECUTION COPY

                          AGREEMENT AND PLAN OF MERGER

                                   BY AND AMONG

                         COMPUTER SCIENCES CORPORATION,

                           SURFSIDE ACQUISITION CORP.,

                                       AND

                              COVANSYS CORPORATION

                           DATED AS OF APRIL 25, 2007

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                                TABLE OF CONTENTS

<TABLE>
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                                                                             ----
<S>                                                                          <C>
ARTICLE I THE MERGER.....................................................       1

   Section 1.1   The Merger...............................................       1
    Section 1.2   Effective Time; Closing..................................       2
   Section 1.3   Effect of the Merger.....................................       2
   Section 1.4   Articles of Incorporation and Bylaws.....................       2
   Section 1.5   Directors and Officers...................................       2
   Section 1.6   Effect on Capital Stock..................................       2
   Section 1.7   Surrender of Certificates................................       3
   Section 1.8   No Further Ownership Rights in Company Common Stock......       5
   Section 1.9   Lost, Stolen or Destroyed Certificates...................       5
   Section 1.10 Warrants.................................................       5
   Section 1.11 Further Action...........................................       5

ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY.....................       6

   Section 2.1   Organization; Standing and Power; Charter Documents;
                Subsidiaries.............................................       6
   Section 2.2   Capital Structure........................................       7
   Section 2.3   Authority; Non-Contravention; Consents...................       9
   Section 2.4   SEC Filings; Financial Statements; Internal Controls;
                 Sarbanes-Oxley Act Compliance............................      11
   Section 2.5   Absence of Certain Changes or Events.....................      13
   Section 2.6   Taxes....................................................      14
   Section 2.7   Intellectual Property....................................      16
   Section 2.8   Compliance; Permits; FCPA................................      20
   Section 2.9   Litigation...............................................      20
   Section 2.10 Brokers' and Finders' Fees...............................      21
   Section 2.11 Related Party Transactions...............................      21
   Section 2.12 Employee Matters.........................................      21
   Section 2.13 Property.................................................      24
   Section 2.14 Environmental Matters....................................      25
   Section 2.15 Contracts................................................      25
   Section 2.16 Proxy Statement..........................................      27
   Section 2.17 Insurance................................................      28
   Section 2.18 Fairness Opinion.........................................      28
   Section 2.19 Whistleblower Notification...............................      28

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB......      28

   Section 3.1   Organization.............................................      29
   Section 3.2   Authority; Non-Contravention; Consents...................      29
    Section 3.3   Disclosure...............................................      30
   Section 3.4   Ownership and Interim Operations of Merger Sub...........      30
</TABLE>


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<TABLE>
<S>                                                                           <C>
   Section 3.5   Financial Capability.....................................      30

ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME...........................      30

   Section 4.1   Conduct of Business of Company...........................      30

ARTICLE V ADDITIONAL AGREEMENTS..........................................      34

   Section 5.1   Proxy Statement..........................................      34
   Section 5.2   Meetings of Shareholders; Board Recommendation...........      35
   Section 5.3   Acquisition Proposals....................................      35
   Section 5.4   Access to Information....................................      38
   Section 5.5   Public Disclosure........................................      39
   Section 5.6   Regulatory Filings; Reasonable Efforts...................      39
   Section 5.7   Notification of Certain Matters..........................      41
   Section 5.8   Equity Awards and Employee Benefits......................       41
   Section 5.9   Indemnification; Insurance...............................      43
   Section 5.10 Section 16 Matters.......................................      44
   Section 5.11 Merger Sub Compliance....................................      45
   Section 5.12 Conveyance Taxes.........................................      45

ARTICLE VI CONDITIONS TO THE MERGER......................................      45

   Section 6.1   Conditions to the Obligations of Each Party..............      45
   Section 6.2   Additional Conditions to the Obligations of Company......      45
   Section 6.3   Additional Conditions to the Obligations of Parent and
                Merger Sub...............................................      46

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER............................      47

   Section 7.1   Termination..............................................      47
   Section 7.2   Notice of Termination; Effect of Termination.............      48
   Section 7.3   Fees and Expenses........................................      48
   Section 7.4   Amendment................................................      50
   Section 7.5   Extension; Waiver........................................      50

ARTICLE VIII GENERAL PROVISIONS..........................................      50

   Section 8.1   Non-Survival of Representations and Warranties...........      50
   Section 8.2   Notices..................................................      50
   Section 8.3   Interpretation; Certain Definitions......................       51
   Section 8.4   Counterparts; Facsimile Signatures.......................      54
   Section 8.5   Entire Agreement; Third-Party Beneficiaries..............      54
   Section 8.6   Severability.............................................      54
   Section 8.7   Specific Performance.....................................      54
   Section 8.8   Governing Law............................................      54
   Section 8.9   Consent to Jurisdiction..................................      54
   Section 8.10 Assignment...............................................      55
   Section 8.11 Waiver of Jury Trial.....................................      55
</TABLE>


                                       ii

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                             INDEX OF DEFINED TERMS

<TABLE>
<S>                                                                           <C>
Acceptable Confidentiality Agreement ......................................    38
Acquisition Proposal ......................................................    40
affiliate .................................................................    54
Agreement .................................................................     1
Balance Sheet Date ........................................................    13
beneficial ownership ......................................................    54
business day ..............................................................    54
Capitalization Date .......................................................     7
Certificate ...............................................................     3
Certificate of Merger .....................................................     2
Change ....................................................................    54
Change of Recommendation ..................................................    39
Change of Recommendation Notice ...........................................    39
Closing ...................................................................     2
Closing Date ..............................................................     2
Code ......................................................................     4
Company ...................................................................     1
Company Balance Sheet .....................................................    13
Company Board Recommendation ..............................................    10
Company Charter Documents .................................................     7
Company Common Stock ......................................................     3
Company Disclosure Letter .................................................     6
Company Employee ..........................................................    23
Company Employee Agreement ................................................    23
Company Employee Plans ....................................................    23
Company ERISA Affiliate ...................................................    23
Company Financials ........................................................    12
Company International Plan ................................................    23
Company IP ................................................................    21
Company IP Agreements .....................................................    18
Company Material Adverse Effect ...........................................    54
Company Material Contract .................................................    27
Company Options ...........................................................     8
Company Permits ...........................................................    21
Company Preferred Stock ...................................................     7
Company Products ..........................................................    17
Company SEC Documents .....................................................    12
Company Securities ........................................................     8
Company Stock Plans .......................................................     8
Company Termination Fee ...................................................    52
Confidentiality Agreement .................................................    10
Consent ...................................................................    11
Continuing Employees ......................................................    44
Contract ..................................................................    55
Copyrights ................................................................    20
D&O Insurance .............................................................    46
Deferred Compensation Plan ................................................    45
Derivative Work ...........................................................    20
Domain Names ..............................................................    20
Effective Time ............................................................     2
End Date ..................................................................    49
Engagement Letter .........................................................    22
Environmental Law .........................................................    55
ERISA .....................................................................    23
Exchange Act ..............................................................    11
Exchange Fund .............................................................     3
Financial Advisor .........................................................    22
Foreign Antitrust Laws ....................................................    11
Fortune ...................................................................     56
GAAP ......................................................................    12
Governmental Entity .......................................................    11
Hazardous Substance .......................................................    56
</TABLE>


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<TABLE>
<S>                                                                           <C>
HIPAA .....................................................................    45
HSR Act ...................................................................    11
include ...................................................................    54
includes ..................................................................    54
including .................................................................    54
Indemnified Parties .......................................................    46
Insurance Policies ........................................................    29
Intellectual Property .....................................................    20
Intellectual Property Rights ..............................................    20
IRS .......................................................................    24
Junior Preference Shares ..................................................     7
knowledge .................................................................    56
Labor Organization ........................................................    25
Law .......................................................................    56
Leased Real Property ......................................................    26
Leases ....................................................................    26
Legal Restraint ...........................................................    36
Licensed Company IP .......................................................    21
Liens .....................................................................     7
MBCA ......................................................................     1
Merger ....................................................................     2
Merger Consideration ......................................................     3
Merger Sub. ...............................................................     1
Merger Sub Capital Stock ..................................................     3
Nasdaq ....................................................................    12
Notice Period .............................................................    39
NYSE ......................................................................    12
Option Consideration ......................................................    43
Order .....................................................................    21
Owned Company IP ..........................................................    21
Parent ....................................................................     1
Parent Material Adverse Effect ............................................    56
Patents ...................................................................    20
Paying Agent ..............................................................     3
Pension Plan ..............................................................    24
Permits ...................................................................    21
Permitted Encumbrances ....................................................    14
Person ....................................................................    56
plan of merger ............................................................    54
Proceeding ................................................................    22
Proxy Statement ...........................................................    29
Representatives ...........................................................    37
Requisite Shareholder Approval ............................................    10
Rights ....................................................................     1
Rights Plan ...............................................................     1
Rights Plan Amendment .....................................................     1
Sarbanes-Oxley Act ........................................................    12
SEC .......................................................................    11
Securities Act ............................................................    12
Shareholders' Meeting .....................................................    37
Subsidiary ................................................................     6
Subsidiary Charter Documents ..............................................      7
Subsidiary Securities .....................................................     9
Superior Offer ............................................................    40
Surviving Corporation .....................................................     2
Tax .......................................................................    15
Tax Returns ...............................................................    15
Taxes .....................................................................    15
Taxing Authority ..........................................................    15
Terminating Plan ..........................................................    45
the business of ...........................................................    54
Trade Secrets .............................................................    21
Trademarks ................................................................    20
Triggering Event ..........................................................    50
Voting Debt ...............................................................     9
Warrant ...................................................................     5
without limitation ........................................................    54
</TABLE>


                                       iv

<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and entered
into as of April 25, 2007, by and among Computer Sciences Corporation, a Nevada
corporation ("PARENT"), Surfside Acquisition Corp., a Michigan corporation and
wholly-owned subsidiary of Parent ("MERGER SUB"), and Covansys Corporation, a
Michigan corporation ("COMPANY").

                                    RECITALS

     A. The Board of Directors of Company has, in accordance with the Michigan
Business Corporation Act (the "MBCA"), (i) determined that the Merger is fair
to, and in the best interests of, Company and its shareholders and declared the
Merger to be advisable, (ii) approved the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby upon
the terms and conditions contained herein, and adopted the plan of merger
contained in this Agreement, and (iii) resolved to recommend that the holders of
shares of Company Common Stock approve this Agreement and the plan of merger
contained herein in accordance with the applicable provisions of the MBCA and
directed that such matter be submitted to Company's shareholders at the
Shareholders' Meeting;

     B. Parent, as the sole shareholder of Merger Sub, has approved and adopted
this Agreement and approved the Merger.

     C. Concurrently with the execution of this Agreement, and as a condition to
Parent and Merger Sub entering into this Agreement, Company and EquiServe Trust
Company, N.A. are entering into an amendment (the "RIGHTS PLAN AMENDMENT") to
that certain Rights Agreement, dated as of December 1, 2004, as amended (the
"RIGHTS PLAN"), so as to render the rights issued thereunder (the "RIGHTS")
inapplicable to this Agreement and the transactions contemplated hereby.

     D. Prior to the execution of this Agreement, the Board of Directors of
Company has approved in advance the transactions contemplated by this Agreement
including the acquisition of Company and shares of the capital stock of Company
by Parent and Parent becoming an "interested shareholder", for purposes of
Section 782 of the MBCA.

     NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

                                    ARTICLE I
                                   THE MERGER

          Section 1.1 The Merger. At the Effective Time and subject to and upon
the terms and conditions of this Agreement and the applicable provisions of the
MBCA, Merger Sub shall be merged with and into Company (the "MERGER"), the
separate corporate existence of Merger Sub shall cease, and Company shall
continue as the surviving corporation (the "SURVIVING CORPORATION").

<PAGE>

          Section 1.2 Effective Time; Closing. Subject to the provisions of this
Agreement, the parties hereto shall cause the Merger to be consummated by filing
a Certificate of Merger (the "CERTIFICATE OF MERGER") with the Department of
Labor and Economic Growth of the State of Michigan in accordance with the
relevant provisions of the MBCA (the time of such filing with the Department of
Labor and Economic Growth of the State of Michigan (or such later time as may be
agreed in writing by Company and Parent and specified in the Certificate of
Merger) being the "EFFECTIVE TIME") as soon as practicable on the Closing Date.
The closing of the Merger (the "CLOSING") shall take place at the offices of
Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York,
at 10:00 a.m., New York City time, on the second business day after the
satisfaction or waiver of all of the conditions set forth in Article VI, or at
such other time, date and location as the parties hereto agree in writing (the
date on which the Closing actually occurs, the "CLOSING DATE").

          Section 1.3 Effect of the Merger. At the Effective Time, the effect of
the Merger shall be as provided in this Agreement and Section 724 of the MBCA.

          Section 1.4 Articles of Incorporation and Bylaws. At the Effective
Time, the articles of incorporation of Company shall be amended and restated in
its entirety to be identical to the articles of incorporation of Merger Sub, in
effect immediately prior to the Effective Time, until thereafter amended in
accordance with the MBCA and as provided in such articles of incorporation;
provided, however, that at the Effective Time, Article I of the articles of
incorporation of the Surviving Corporation shall be amended and restated in its
entirety to read as follows: "The name of the corporation is Covansys
Corporation". At the Effective Time, the bylaws of Company shall be amended and
restated in their entirety to be identical to the bylaws of Merger Sub, as in
effect immediately prior to the Effective Time, until thereafter amended in
accordance with the MBCA and as provided in such bylaws.

          Section 1.5 Directors and Officers. The initial directors of the
Surviving Corporation shall be the directors of Merger Sub immediately prior to
the Effective Time, until their respective successors are duly elected or
appointed and qualified. The initial officers of the Surviving Corporation shall
be the officers of Merger Sub immediately prior to the Effective Time, until
their respective successors are duly appointed.

          Section 1.6 Effect on Capital Stock. Subject to the terms and
conditions of this Agreement, at the Effective Time, by virtue of the Merger and
without any action on the part of Parent, Merger Sub, Company or the holders of
any shares of capital stock of Company, the following shall occur:

          (a) Company Common Stock. Each share of the Common Stock, no par
value, of Company ("COMPANY COMMON STOCK") issued and outstanding immediately
prior to the Effective Time (other than any shares of Company Common Stock to be
canceled pursuant to Section 1.6(b)), together with any Rights associated
therewith, will be canceled and extinguished and automatically converted into
the right to receive $34.00 in cash, without interest (the "MERGER
CONSIDERATION") upon surrender of the certificate representing such share of
Company Common Stock in the manner provided in Section 1.7(c) (or in the case of
a lost, stolen or destroyed certificate, upon delivery of an affidavit and bond,
if required, in the manner provided in Section 1.9). As of the Effective Time,
such shares of Company Common Stock and any


                                        2

<PAGE>

associated Rights with respect thereto shall no longer be outstanding and shall
automatically be canceled and shall cease to exist, and each holder of a
certificate that immediately prior to the Effective Time represented any such
shares of Company Common Stock (a "CERTIFICATE") shall cease to have any rights
with respect thereto, except the right to receive the Merger Consideration.

          (b) Cancellation of Treasury and Parent Owned Stock. Each share of
Company Common Stock held by Company or Parent or any direct or indirect
wholly-owned Subsidiary of Company or of Parent immediately prior to the
Effective Time shall be canceled and extinguished without any conversion thereof
or the payment of any consideration therefor.

          (c) Capital Stock of Merger Sub. Each share of capital stock of Merger
Sub (the "MERGER SUB CAPITAL STOCK") issued and outstanding immediately prior to
the Effective Time shall be converted into one validly issued, fully paid and
nonassessable share of capital stock of the Surviving Corporation with the same
rights, powers and privileges as the shares so converted.

          (d) Stock Options. At the Effective Time, all Company Options
outstanding under the Company Stock Plans shall be treated in accordance with
Section 5.8.

          Section 1.7 Surrender of Certificates.

          (a) Paying Agent. Prior to the Effective Time, Parent shall appoint an
institution reasonably acceptable to Company to act as the paying agent (the
"PAYING AGENT"), in accordance with an agreement reasonably satisfactory to
Company, to receive the funds necessary to make the payments contemplated by
Section 1.6.

          (b) Parent to Provide Merger Consideration. At or prior to the
Effective Time, Parent shall deposit or cause the Merger Sub to deposit with the
Paying Agent for payments in accordance with this Section 1.7, cash, for the
benefit of the holders of Company Common Stock, in an amount sufficient to make
payments of the Merger Consideration, pursuant to Section 1.6 and such funds
shall hereinafter be referred to as the "EXCHANGE FUND." The Paying Agent shall,
pursuant to irrevocable instructions, make payments out of the Exchange Fund and
the Exchange Fund shall not be used for any purpose other than to fund payments
upon surrender of Certificates. All expenses of the Paying Agent shall be paid
by the Parent or Surviving Corporation.

          (c) Exchange Procedures. Immediately after the Effective Time, Parent
shall mail, or shall cause the Paying Agent to mail, to each holder of record
(as of the Effective Time) of a Certificate or Certificates which immediately
prior to the Effective Time represented outstanding shares of Company Common
Stock that were converted into the right to receive the Merger Consideration
pursuant to Section 1.6(a): (i) a letter of transmittal (which shall specify
that delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to the Paying Agent and shall
be in such form and have such other provisions as Parent may reasonably
specify); and (ii) instructions for use in effecting the surrender of the
Certificates in exchange for the Merger Consideration. Upon surrender of
Certificates for cancellation to the Paying Agent, together with such letter of
transmittal, duly


                                        3

<PAGE>

completed and validly executed in accordance with the instructions thereto and
such other documents as may reasonably be required by the Paying Agent, the
holder of such Certificates shall be entitled to receive in exchange therefor by
check an amount in cash (after taking into account all Certificates surrendered
by such holder) to which such holder is entitled pursuant to Section 1.6(a) and
the Certificates so surrendered shall forthwith be canceled.

          (d) Transfers of Ownership. If payment of the Merger Consideration is
to be made to a Person other than a Person in whose name in which the
Certificates surrendered in exchange therefor are registered, it will be a
condition of the payment thereof that the Certificates so surrendered will be
properly endorsed and otherwise in proper form for transfer and that the Person
requesting such exchange will have paid any transfer and other Taxes required by
reason of the payment to a Person other than the registered holder of the
Certificates surrendered, or established to the satisfaction of Parent or any
agent designated by it that such Tax has been paid or is not payable.

          (e) Withholding. Each of Parent, the Paying Agent and the Surviving
Corporation shall be entitled to deduct and withhold from any consideration
payable or otherwise deliverable pursuant to this Agreement to any holder or
former holder of Company Common Stock such amounts as may be required to be
deducted or withheld therefrom under the Internal Revenue Code of 1986, as
amended (the "CODE") or under any provision of state, local or foreign Tax Law
or under any other applicable Law. To the extent such amounts are so deducted or
withheld, the amount of such consideration shall be treated for all purposes
under this Agreement as having been paid to the Person to whom such
consideration would otherwise have been paid.

          (f) Investment of Exchange Fund. The Paying Agent shall invest any
cash included in the Exchange Fund as directed by Parent on a daily basis,
provided that no such investment or loss thereon shall affect the amounts
payable to Company shareholders pursuant to this Section 1.7. To the extent that
there are losses with respect to such investments, Parent shall promptly replace
or restore the portion of the Exchange Fund lost through investments so as to
ensure that the Exchange Fund is maintained at a level sufficient to make such
payments. Any interest and other income resulting from such investment shall
become a part of the Exchange Fund, and any amounts in excess of the amounts
payable to Company shareholders pursuant to this Section 1.7 shall promptly be
paid to Parent.

          (g) Termination of Exchange Fund. Notwithstanding anything to the
contrary in this Section 1.7(g), neither Parent, Merger Sub, the Paying Agent,
the Surviving Corporation nor any party hereto shall be liable to any Person for
any cash from the Exchange Fund properly paid to a public official pursuant to
any applicable abandoned property, escheat or similar Law. Any portion of the
Exchange Fund which remains undistributed to the holders of Certificates one
year after the Effective Time shall, at the request of Parent, be delivered to
Parent or otherwise on the instruction of Parent, and any holders of the
Certificates who have not surrendered such Certificates in compliance with this
Section 1.7(g) shall after such delivery to Parent look only to Parent, and
Parent shall thereafter be liable, for the Merger Consideration pursuant to
Section 1.6(a), with respect to the shares of Company Common Stock formerly
represented thereby.


                                        4

<PAGE>

          Section 1.8 No Further Ownership Rights in Company Common Stock. All
Merger Consideration paid upon the surrender for exchange of shares of Company
Common Stock in accordance with the terms hereof shall be deemed to have been
paid in full satisfaction of all rights pertaining to such shares of Company
Common Stock, including any Rights associated with such Company Common Stock.
After the Effective Time, there shall be no further registration of transfers on
the records of Company. If, after the Effective Time, Certificates are presented
to the Surviving Corporation for any reason, they shall be canceled and
exchanged as provided and in accordance with the procedures set forth in Section
1.7.

          Section 1.9 Lost, Stolen or Destroyed Certificates. In the event any
Certificates shall have been lost, stolen or destroyed, the Paying Agent shall
deliver in exchange for such lost, stolen or destroyed Certificates, upon the
making of an affidavit of that fact by the holder thereof, such Merger
Consideration as may be required pursuant to Section 1.6(a); provided, however,
that Parent or the Paying Agent, may, in its discretion, require the delivery of
a suitable indemnity, as determined in Parent's reasonable discretion.

          Section 1.10 Warrants. The warrants to purchase shares of Company
Common Stock issued as of September 15, 2004 by Company to Fidelity Information
Services, Inc., an Arkansas Corporation and CDR-COOKIE Acquisition, L.L.C., a
Delaware limited liability company (each, a "WARRANT") may be exercised prior to
the Effective Time in accordance with the terms and conditions applicable to
such Warrant and upon such exercise shall result in the issuance of shares of
Company Common Stock that shall be subject to the terms of this Agreement. Each
Warrant that is unexpired, unexercised and outstanding immediately prior to the
Effective Time shall after the Effective Time entitle the holder of such Warrant
to receive from the Surviving Corporation, upon the exercise of the Warrant and
delivery of a Subscription Notice (as defined in such Warrant), in lieu of any
shares of Company Common Stock issuable upon exercise prior to the Effective
Time, either (a) upon payment of the applicable Exercise Price (as defined in
such Warrant), an amount in cash equal to the product of the Merger
Consideration multiplied by the total number of shares of Company Common Stock
subject to the Warrant designated in such Subscription Notice or (b) upon a
valid election for a cashless exercise pursuant to the terms of such Warrant, an
amount in cash equal to (i) the product of the Merger Consideration multiplied
by the total number of shares of Company Common Stock subject to the Warrant
designated in such Subscription Notice, minus (ii) the aggregate Exercise Price
with respect to all shares of Company Common Stock subject to the Warrant
designated in such Subscription Notice.

          Section 1.11 Further Action. At and after the Effective Time, the
officers and directors of Parent and the Surviving Corporation will be
authorized to execute and deliver, in the name and on behalf of Company and
Merger Sub, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of Company and Merger Sub, any other actions and
things to vest, perfect or confirm of record or otherwise in the Surviving
Corporation any and all right, title and interest in, to and under any of the
rights, properties or assets acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger.


                                        5

<PAGE>

                                    ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except as disclosed in the correspondingly numbered section of the
disclosure letter dated the date of this Agreement and delivered by Company to
Parent immediately prior to the execution of this Agreement (the "COMPANY
DISCLOSURE LETTER"), that specifically relates to such section or in another
section of the Company Disclosure Letter to the extent that it is reasonably
apparent from the text of such disclosure that such disclosure is applicable to
such section, Company hereby represents and warrants to Parent and Merger Sub as
follows:

          Section 2.1 Organization; Standing and Power; Charter Documents;
Subsidiaries.

          (a) Organization; Standing and Power. Company and each of its
Subsidiaries is a corporation or other organization duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization (to the extent the "good standing" concept is
applicable in the case of any jurisdiction outside of the United States). Each
of Company and its Subsidiaries has the requisite corporate power and authority
to own, lease and operate its respective properties and to carry on its business
as now being conducted. Each of Company and its Subsidiaries is duly qualified
to do business and in good standing in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such
qualification necessary (to the extent the "good standing" concept is applicable
in the case of any jurisdiction outside of the United States) other than where
the failure to so qualify or to be in good standing would not, individually or
in the aggregate, have a Company Material Adverse Effect. For purposes of this
Agreement, "SUBSIDIARY," when used with respect to any party, shall mean any
corporation or other organization, whether incorporated or unincorporated, at
least a majority of the securities or other interests of which having by their
terms ordinary voting power to elect a majority of the Board of Directors or
others performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such party or by
any one or more of its subsidiaries, or by such party and one or more of its
subsidiaries (it being understood that, for purposes of this Agreement, Fortune
shall be deemed to be a Subsidiary of Company).

          (b) Charter Documents. Company has delivered or made available to
Parent: (i) a true and correct copy of the Restated Articles of Incorporation
(including any Certificate of Designations) and Bylaws of Company, each as
amended to date (collectively, the "COMPANY CHARTER DOCUMENTS") and (ii) the
certificate of incorporation and bylaws, or like organizational documents, each
as amended to date (collectively, the "SUBSIDIARY CHARTER DOCUMENTS"), of each
of its Subsidiaries, and each such instrument is in full force and effect.
Company is not in violation of any of the provisions of the Company Charter
Documents. No Subsidiary is in violation of any of its applicable Subsidiary
Charter Documents, except where such violations that would not, individually or
in the aggregate, have a Company Material Adverse Effect.

           (c) Subsidiaries. Section 2.1(c) of the Company Disclosure Letter
lists all of the Subsidiaries of Company. All of the outstanding shares of
capital stock of, or other equity or voting interests in, each such Subsidiary
have been validly issued, were issued free of preemptive rights, and are fully
paid and nonassessable and are owned directly or indirectly by Company,


                                        6

<PAGE>

free and clear of all pledges, liens, mortgages, encumbrances and security
interests of any kind or nature whatsoever (collectively, "LIENS"), including
any restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests, except for restrictions imposed by
applicable securities Laws. Except for the capital stock of, or other equity or
voting interests in, its Subsidiaries, Company does not own, directly or
indirectly, any capital stock of, or other equity or voting interests in, any
corporation, partnership, joint venture, association, limited liability company
or other entity, other than ordinary course investments in investment
securities.

          Section 2.2 Capital Structure.

          (a) Capital Stock. The authorized capital stock of Company consists
of: (i) 200,000,000 shares of Company Common Stock, without par value, and (ii)
1,000,000 shares of preferred stock, no par value (the "COMPANY PREFERRED
STOCK"), of which 200,000 shares of Company Preferred Stock are designated as
Series A Voting Convertible Preferred Stock and 37,620 shares of Company
Preferred Stock are designated as Series B Participating Preferred Stock (the
"JUNIOR PREFERENCE SHARES"). At the close of business on the business day
immediately preceding the date hereof (the "CAPITALIZATION DATE"): (i)
36,492,526 shares of Company Common Stock were issued and outstanding, (ii)
9,000,000 shares of Company Common Stock were subject to issuance pursuant to
the Warrants, and (iii) no shares of Company Preferred Stock were issued and
outstanding; provided that 37,620 Junior Preference Shares have been reserved
for issuance in connection with the Rights Plan. Section 2.2(a) of the Company
Disclosure Letter sets forth a list of each outstanding Warrant, and (1) the
name of the holder of such Warrant, (2) the number and class of shares of
Company capital stock subject to such Warrant, (3) the exercise price of such
Warrant and (4) the date on which such Warrant expires. All of the outstanding
shares of capital stock of Company are, and all shares of capital stock of
Company which may be issued as contemplated or permitted by this Agreement will
be, when issued, duly authorized and validly issued, fully paid and
nonassessable and not subject to any preemptive rights. Dissenters' rights are
not available pursuant to Section 762 of the MBCA with respect to shares of
Company Common Stock in connection with the transactions contemplated by this
Agreement.

          (b) Options. (i) As of the close of business on the Capitalization
Date, an aggregate of 1,617,085 shares of Company Common Stock were subject to
issuance pursuant to outstanding options or stock appreciation rights to
purchase Company Common Stock ("COMPANY OPTIONS") granted under the Covansys
Corporation 1996 Stock Option Plan, as amended, and the Covansys Corporation
2007 Stock Option Plan (collectively, the "COMPANY STOCK PLANS"). All shares of
Company Common Stock subject to issuance under the Company Stock Plans upon
issuance in accordance with the terms and conditions specified in the
instruments pursuant to which they are issuable, would be duly authorized,
validly issued, fully paid and nonassessable. Section 2.2(b)(i) of the Company
Disclosure Letter sets forth each Company Option outstanding as of the
Capitalization Date, the number of shares of Company Common Stock issuable
thereunder or related thereto, the expiration date and the exercise price
thereof.

               (ii) There are no outstanding or authorized stock appreciation
rights, phantom stock, profit participation, rights to purchase or acquire
Company Preferred Stock or


                                        7

<PAGE>

other similar rights with respect to Company, other than in respect of the
Junior Preference Shares. Other than the Company Options and the Warrants, there
are no outstanding (i) securities of Company or any of its Subsidiaries
convertible into or exchangeable for shares of Voting Debt, capital stock,
voting securities or other ownership interests in Company, (ii) options,
restricted stock warrants, rights or other agreements or commitments to acquire
from Company or any of its Subsidiaries, or obligations of Company or any of its
Subsidiaries to issue, any Voting Debt, capital stock, voting securities or
other ownership interests in (or securities convertible into or exchangeable for
capital stock, voting securities or other ownership interests in) Company, (iii)
obligations of Company or any of its Subsidiaries to grant, extend or enter into
any subscription, warrant, right, convertible or exchangeable security or other
similar agreement or commitment relating to any Voting Debt, capital stock,
voting securities or other ownership interests in Company (the items in clauses
(i), (ii) and (iii), together with the capital stock of Company, being referred
to collectively as "COMPANY SECURITIES"). All outstanding shares of Company
Common Stock, all outstanding Warrants, all outstanding Company Options, and all
outstanding shares of capital stock of each Subsidiary of Company have been
issued and granted in compliance in all material respects with all requirements
set forth in applicable Contracts.

               (iii) There are no outstanding Contracts requiring Company or any
of its Subsidiaries to (A) repurchase, redeem or otherwise acquire any Company
Securities or Subsidiary Securities or (B) dispose of any Subsidiary Securities.
Other than as set forth in Section 2.2(b)(iii) of the Company Disclosure Letter,
Company is not a party to any voting agreement with respect to any Company
Securities or Subsidiary Securities.

               (iv) To the knowledge of Company, all Company Options have an
exercise price equal to no less than the fair market value of the underlying
shares of Company Common Stock on the accounting measurement date, except where
such violations would not, individually or in the aggregate, have a Company
Material Adverse Effect. To the knowledge of Company, all Company Options
granted after December 31, 2004, were granted with respect to a class of stock
of Company that is "service recipient stock" (within the meaning of applicable
regulations under Code Section 409A).

          (c) Voting Debt. No bonds, debentures, notes or other indebtedness of
Company or any of its Subsidiaries (i) having the right to vote on any matters
on which shareholders or other equity owners may vote (or which is convertible
into, or exchangeable for, securities having such right) or (ii) the value of
which is any way based upon or derived from capital stock or voting securities
of Company or any of its Subsidiaries, is issued or outstanding as of the date
hereof (collectively, "VOTING DEBT").

          (d) Warrants. Since the issuance of each of the Warrants, (i) no
adjustment has occurred to the Exercise Price (as defined, respectively, in each
of the Warrants) or the number of shares of Company Common Stock subject to the
Warrants, and (ii) there has been no Change that requires any such adjustment.

          (e) Subsidiary Securities. There are no outstanding (i) securities of
Company or any of its Subsidiaries convertible into or exchangeable for shares
of Voting Debt, capital stock, voting securities or other ownership interests in
any Subsidiary of Company, (ii) options,


                                        8

<PAGE>

restricted stock, warrants, rights or other agreements or commitments to acquire
from Company or any of its Subsidiaries, or obligations of Company or any of its
Subsidiaries to issue, any Voting Debt, capital stock, voting securities or
other ownership interests in (or securities convertible into or exchangeable for
capital stock, voting securities or other ownership interests in) any Subsidiary
of Company, (iii) obligations of Company or any of its Subsidiaries to grant,
extend or enter into any subscription, warrant, right, convertible or
exchangeable security or other similar agreement or commitment relating to any
Voting Debt, capital stock, voting securities or other ownership interests in
any Subsidiary of Company (the items in clauses (i), (ii) and (iii), together
with the capital stock or other equity interests of such Subsidiaries, being
referred to collectively as "SUBSIDIARY SECURITIES").

          Section 2.3 Authority; Non-Contravention; Consents.

          (a) Authority. Company has all requisite corporate power and authority
to enter into this Agreement and, in the case of the consummation of the Merger,
and the other transactions contemplated hereby, subject to obtaining the
Requisite Shareholder Approval and the filing of the Certificate of Merger
pursuant to the MBCA. The execution and delivery of this Agreement by Company
and the consummation by Company of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of Company
and no other corporate proceedings on the part of Company are necessary by
Company to authorize the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, other than in the case of
consummation of the Merger, obtaining the Requisite Shareholder Approval and the
filing of the Certificate of Merger pursuant to the MBCA. This Agreement has
been duly executed and delivered by Company and, assuming due authorization,
execution and delivery by Parent and Merger Sub, constitutes a legal, valid and
binding obligation of Company, enforceable against Company in accordance with
its terms except that such enforceability (a) may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other similar Laws
affecting or relating to creditors' rights generally and (b) is subject to
general principles of equity, whether considered in a proceeding at law or in
equity. The making of any offer or proposal, or indication of interest in making
an offer or proposal, and the taking of any other action by Parent or Merger Sub
in accordance with this Agreement and the transactions contemplated hereby have
been consented to by the Board of Directors of Company under provisions of the
confidentiality agreement, dated April 9, 2007, between Parent and Company (the
"CONFIDENTIALITY AGREEMENT").

           (b) Company Board Recommendation. The Board of Directors of Company,
by resolutions duly adopted at a meeting of all directors duly called and held,
has in accordance with the MBCA (i) determined that the Merger is fair to, and
in the best interests of, Company and its shareholders and declared the Merger
to be advisable, (ii) approved the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby in
accordance with the MBCA upon the terms and conditions contained herein and
adopted the plan of merger contained in this Agreement, and (iii) resolved to
recommend that the holders of shares of Company Common Stock approve this
Agreement and the plan of merger contained herein in accordance with the
applicable provisions of the MBCA and directed that such matter be submitted to
Company's shareholders at the Shareholders' Meeting (collectively, the "COMPANY
BOARD RECOMMENDATION").


                                        9

<PAGE>

          (c) Requisite Shareholder Approval. The affirmative vote of the
holders of a majority of the outstanding shares of Company Common Stock, voting
together as a single class, is the only vote of the holders of any class or
series of Company capital stock required to approve this Agreement and the
Merger. The approval of this Agreement and the Merger by the vote required by
the preceding sentence is referred to herein as the "REQUISITE SHAREHOLDER
APPROVAL".

          (d) Takeover Laws. The bylaws of Company provide that Company will not
be subject to the provisions of the MBCA regarding control share acquisitions.
The Board of Directors of Company, by resolutions duly adopted at a meeting of
all directors duly called and held, approved in advance the transactions
contemplated by this Agreement, including the acquisition of Company and shares
of the capital stock of Company by Parent and Parent becoming an "interested
shareholder", for purposes of Section 782 of the MBCA, and such approval is
sufficient to render inapplicable to the Agreement and the transactions
contemplated hereby Section 780 of the MBCA. Such resolutions and approvals have
not been subsequently rescinded, modified or withdrawn in any way.

          (e) Rights Plan. Company has taken all necessary action, including
executing the Rights Plan Amendment, to render the Rights Plan inapplicable to
this Agreement and the transactions contemplated hereby. The Rights Plan, as so
amended, has not been further amended or modified. Copies of all such amendments
to the Rights Plan have been previously provided to Parent.

          (f) Non-Contravention. The execution and delivery of this Agreement by
Company does not, and performance of this Agreement by Company will not: (i)
conflict with or violate the Company Charter Documents or any of the Subsidiary
Charter Documents, (ii) subject to obtaining the Requisite Shareholder Approval
and compliance with the requirements set forth in Section 2.3(g), conflict with
or violate any Law applicable to Company or any of its Subsidiaries or by which
Company or any of its Subsidiaries or any of their respective properties is
bound or affected, (iii) subject to obtaining the Requisite Shareholder Approval
and compliance with the requirements set forth in Section 2.3(g), result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default), or impair Company's or any of its Subsidiaries'
rights or alter the rights or obligations of any third party, or give to others
any rights of termination, amendment, acceleration or cancellation, or require
any consent, under any Contract, or (iv) result in the creation of any Lien on
any of the properties or assets of Company or any of its Subsidiaries, except in
the case of each of clauses (iii) and (iv) above, for such violations,
conflicts, defaults, terminations, accelerations or Liens which would not,
individually or in the aggregate, have a Company Material Adverse Effect.

          (g) Consents. No consent, approval, order or authorization of, or
registration, declaration or filing (any of the foregoing being a "CONSENT")
with any federal, state or foreign government, any instrumentality, political
subdivision, court, administrative agency or commission or other governmental
authority or instrumentality, or any quasi-governmental body exercising any
regulatory, taxing, importing or other governmental or quasi-governmental
authority (a "GOVERNMENTAL ENTITY") is required to be obtained or made by
Company in connection with the execution and delivery of this Agreement or the
consummation of the


                                       10

<PAGE>

Merger and other transactions contemplated hereby, except for: (i) the filing of
the Certificate of Merger with the Department of Labor and Economic Growth and
appropriate documents with the relevant authorities of other states to satisfy
the applicable material Laws of states in which Company is qualified to do
business, (ii) the filing of the Proxy Statement with the Securities and
Exchange Commission ("SEC") in accordance with the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), and such reports under the Exchange Act
as may be required in connection with this Agreement, the Merger and the other
transactions contemplated by this Agreement, (iii) such Consents, as may be
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR ACT") and any applicable foreign antitrust, competition or
merger control Laws ("FOREIGN ANTITRUST LAWS"), that are applicable to the
transactions contemplated by this Agreement, (iv) such material Consents as may
be required under applicable state securities, "blue sky" or federal laws, the
securities laws of any foreign country, or the rules and regulations of the
NASDAQ Global Select Market ("NASDAQ") or the New York Stock Exchange ("NYSE"),
and (v) such other Consents, which if not obtained or made would not,
individually or in the aggregate, have a Company Material Adverse Effect.

          Section 2.4 SEC Filings; Financial Statements; Internal Controls;
Sarbanes-Oxley Act Compliance.

          (a) SEC Filings. Company has filed with or furnished to the SEC all
registration statements, prospectuses, reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated by
reference) required to be so filed or furnished by it since January 1, 2005 (the
"COMPANY SEC DOCUMENTS"). Company has made available to Parent all such Company
SEC Documents (except to the extent such Company SEC Documents are publicly
available in the Electronic Data Gathering, Analysis and Retrieval (EDGAR)
database of the SEC). As of their respective filing dates (or, if amended or
superseded by a subsequent filing, as of the date of the last such amendment or
superseding filing prior to the date hereof), each of the Company SEC Documents
complied as to conform in all material respects with the applicable requirements
of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange
Act and the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT"), as
applicable, and the rules and regulations of the SEC thereunder applicable to
such Company SEC Documents. None of the Company SEC Documents, including any
financial statements, schedules or exhibits included or incorporated by
reference therein at the time they were filed (or, if amended or superseded by a
subsequent filing, as of the date of the last such amendment or superseding
filing prior to the date hereof) contained any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. None of Company's Subsidiaries is required to file any
forms, reports or other documents with the SEC.

          (b) Financial Statements. Each of the consolidated financial
statements (including, in each case, any related notes thereto) contained in the
Company SEC Documents (the "COMPANY FINANCIALS"), as amended or supplemented
prior to the date of this Agreement: (i) was prepared in accordance with United
States generally accepted accounting principles ("GAAP") applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
thereto), and (ii) fairly presents in all material respects the consolidated
financial position of Company and its consolidated Subsidiaries at the
respective dates thereof and the consolidated results of Company's operations,
shareholders' equity and cash flows for


                                        11

<PAGE>

the periods indicated; provided, that unaudited interim financial statements may
not contain footnotes required by GAAP to be included in audited financial
statements and are subject to normal year-end audit adjustments which are not,
individually or in the aggregate, material in amount or significance, in each
case as permitted by GAAP and the applicable rules and regulations of the SEC.

          (c) Internal Controls. Company has implemented and maintains a system
of internal controls over financial reporting that are sufficient to provide
reasonable assurance regarding the reliability of financial reporting and
preparation of financial statements for external purposes in accordance with
GAAP, including policies and procedures that provide reasonable assurance that
(i) transactions are executed only in accordance with authorizations of
management and directors and (ii) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP. Company has
implemented and maintains disclosure controls and procedures sufficient to
ensure that information required to be disclosed by Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time frames specified by the SEC's rules and forms. None of
Company or its Subsidiaries has been made aware of (A) any significant
deficiencies or material weaknesses in the design or operation of Company's
internal controls over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act), which would, individually or in the aggregate, have a Company
Material Adverse Effect or (B) any fraud, whether or not material, that involves
management or other employees who have a significant role in Company's internal
controls over financial reporting.

          (d) Undisclosed Liabilities. The balance sheet of Company, dated as of
December 31, 2006 (the "BALANCE SHEET DATE"), contained in the Company SEC
Documents filed prior to the date hereof is hereinafter referred to as the
"COMPANY BALANCE SHEET." Neither Company nor any of its Subsidiaries has any
liabilities (absolute, accrued, contingent, or otherwise) of the type required
to be disclosed by GAAP on the Company Balance Sheet (or reflected in the
footnotes thereto) that would, individually or in the aggregate, reasonably be
expected to be material to Company and its Subsidiaries taken as a whole, other
than (a) liabilities as and to the extent reflected or reserved against on the
Company Balance Sheet and (b) liabilities and obligations incurred since the
Balance Sheet Date in the ordinary course of business consistent with past
practice.

          (e) Off-Balance Sheet Arrangements. Neither Company nor any of its
Subsidiaries is a party to, or has any commitment to become a party to, any
joint venture, partnership agreement or any similar Contract (including any
Contract relating to any transaction, arrangement or relationship between or
among Company or any of its Subsidiaries, on the one hand, and any
unconsolidated affiliate or other entity, including any structured finance,
special purpose or limited purpose entity or person, on the other hand) the
purpose or effect of which is to avoid disclosure of any material transaction
involving Company or any of its Subsidiaries in Company's consolidated financial
statements, or is otherwise a party to any arrangement described in Section
303(a)(4) of Regulation S-K promulgated by the SEC.

          (f) Sarbanes-Oxley Compliance. The chief executive officer and chief
financial officer of Company have made all certifications required by Sections
302 and 906 of the Sarbanes-Oxley Act with respect to any Company SEC Document,
except as disclosed in


                                        12

<PAGE>

certifications filed with Company SEC Documents. Neither Company nor, to the
knowledge of Company, any of its officers has received notice from any
Governmental Entity challenging or questioning the accuracy, completeness, form
or manner of filing of such certifications.

          Section 2.5 Absence of Certain Changes or Events. Since the Balance
Sheet Date, (a) there has not been any Company Material Adverse Effect and (b)
except for actions expressly contemplated by this Agreement or publicly
disclosed by Company in Company SEC Documents filed or furnished prior to the
date hereof, (i) the business of each of Company and its Subsidiaries has been
conducted in all material respects in the ordinary course consistent with past
practice and (ii) there has not been (A) other than cash dividends made by any
wholly owned Subsidiary of Company to Company or one of its Subsidiaries, any
split, combination or reclassification of any shares of capital stock,
declaration, setting aside or paying of any dividend or other distribution
(whether in cash, shares or property or any combination thereof) in respect of
any shares of capital stock of Company or any Subsidiary; (B) any change in any
method of accounting or accounting principles or practice by Company or any of
its Subsidiaries, except for any such change required by reason of a change in
GAAP or regulatory accounting principles; (C) any amendment of Company Charter
Documents; (D) any acquisition, redemption or amendment of any Company
Securities or Subsidiary Securities; (E) (1) any incurrence or assumption of any
long-term or short-term debt or issuance of any debt securities by Company or
any of its Subsidiaries except for short-term debt incurred to fund operations
of the business or owed to Company or any of its wholly-owned Subsidiaries, in
each case, in the ordinary course of business consistent with past practice, (2)
any assumption, guarantee or endorsement of the obligations of any other Person
(except direct or indirect wholly-owned Subsidiaries of Company) by Company or
any of its Subsidiaries, (3) any loan, advance or capital contribution to, or
other investment in, any other Person by Company or any of its Subsidiaries
(other than customary loans or advances to employees or direct or indirect
wholly-owned Subsidiaries, in each case in the ordinary course of business
consistent with past practice) or (4) any mortgage or pledge of Company's or any
of its Subsidiaries' assets, tangible or intangible, or any creation of any Lien
thereupon (other than Permitted Encumbrances); (F) any plan of complete or
partial liquidation, dissolution, merger, consolidation, restructuring,
recapitalization or other reorganization of Company or any of its Subsidiaries
(other than the Merger); (G) any material revaluation by Company or any of its
Subsidiaries of any of its assets, including writing down the value of
capitalized inventory or writing off notes or accounts receivable, other than in
the ordinary course of business consistent with past practice; or (H) any
communication between Nasdaq and Company with respect to the actual or potential
de-listing of the Company Common Stock. For purposes of this Agreement, the term
"PERMITTED ENCUMBRANCES" shall mean (a) Liens for Taxes not yet due and payable
or that are being contested in good faith by appropriate proceedings, (b) Liens
imposed by Law, such as landlord's, mechanics', laborers', carriers',
materialmen's, suppliers' and vendors' Liens arising in the ordinary course of
business for sums not yet due and payable, or that are being contested in good
faith by appropriate proceedings and for which appropriate reserves have been
established in accordance with GAAP, (c) Liens securing the performance of bids,
tenders, leases, contracts (other than for the payment of debt), statutory
obligations, surety, customs and appeal bonds and other obligations of like
nature, incurred as an incident to and in the ordinary course of business, and
(d) such other imperfections of title, charges, easements, restrictions and
encumbrances as do not materially detract from the value of or otherwise
materially interfere


                                       13

<PAGE>

with the present use of any of Company's or its Subsidiaries' properties or
otherwise materially impair Company's or its Subsidiaries' business operations.

          Section 2.6 Taxes.

          (a) Definition. For the purposes of this Agreement, the term "TAX" or,
collectively, "TAXES" shall mean any and all federal, state, local and foreign
taxes, assessments and other governmental charges, duties, impositions and
liabilities in the nature of taxes, including taxes based upon or measured by
gross receipts, net worth, income, profits, sales, use and occupation, and value
added, ad valorem, transfer, franchise, withholding, payroll, recapture,
employment, excise and property taxes, together with all interest, penalties and
additions imposed with respect to such amounts.

          (b) Tax Returns and Audits.

     Except as would not, individually or in the aggregate, have a Company
Material Adverse Effect:

               (i) Company and each of its Subsidiaries have prepared and timely
filed all required federal, state, local and foreign returns, estimates,
information statements and reports and any amendments thereto ("TAX RETURNS")
relating to any and all Taxes concerning or attributable to Company, its
Subsidiaries or their respective operations and such Tax Returns are true and
correct and have been completed in accordance with applicable Law.

                (ii) Company and each of its Subsidiaries have complied with all
applicable Laws relating to the payment and withholding of Taxes and have timely
withheld and paid to the appropriate foreign or domestic Governmental Entity
exercising any taxing or Tax regulatory authority (a "TAXING AUTHORITY") all
Taxes and any other amounts required to be paid or withheld in connection with
amounts paid or owed to any employee, independent contractor, creditor or other
third party.

               (iii) Neither Company nor any of its Subsidiaries is delinquent
in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed
or proposed against Company or any of its Subsidiaries, nor does Company or any
of its Subsidiaries have in effect any waiver of any statute of limitations on
or extending the period for the assessment or collection of any Tax.

               (iv) No audit or other examination of any Tax Return of Company
or any of its Subsidiaries is presently in progress, nor has Company or any of
its Subsidiaries received written notification of any request for such an audit
or other examination.

               (v) There are no Liens on the assets of Company or any of its
Subsidiaries relating to or attributable to Taxes, other than Liens for Taxes
not yet due and payable.

               (vi) None of the assets of Company or any of its Subsidiaries is
treated as "tax-exempt use property," within the meaning of Section 168(h) of
the Code.


                                       14

<PAGE>

                (vii) Neither Company nor any of its Subsidiaries is, nor has
been at any time during the 5-year period ending with the Effective Time, a
"United States Real Property Holding Corporation" within the meaning of Section
897(c)(2) of the Code.

                (viii) Neither Company nor any of its Subsidiaries (1) is, or
since January 1, 2002 has been, a member of an affiliated group (within the
meaning of Code Section 1504(a)) filing a consolidated federal income Tax Return
(other than a group the common parent of which was Company), (2) is a party to
any Tax sharing, indemnification or allocation agreement, nor does Company or
any of its Subsidiaries owe any amount under any such agreement, or (3) has any
liability for the Taxes of any Person (other than Company or any of its
Subsidiaries) under Treas. Reg. Section 1.1502-6 (or any similar provision of
state, local or foreign Law), as a transferee or successor, by contract, or
otherwise.

               (ix) Neither Company nor any of its Subsidiaries has constituted
either a "distributing corporation" or a "controlled corporation" in a
distribution of stock intended to qualify for tax-free treatment under Section
355 of the Code (x) in the two years prior to the date of this Agreement or (y)
in a distribution which could otherwise constitute part of a "plan" or "series
of related transactions" (within the meaning of Section 355(e) of the Code) in
conjunction with the Merger.

               (x) Neither Company nor any of its Subsidiaries has participated
in a transaction that is the same as or substantially similar to one of the
types of transactions that the Internal Revenue Service has determined to be a
tax avoidance transaction and identified by notice, regulation, or other form of
published guidance as a listed transaction, as set forth in Section 6707A(c)(2)
of the Code.

               (xi) Company and each of its Subsidiaries are in compliance with
all terms and conditions of any Tax exemption, Tax holiday or other Tax
reduction agreement or order of a territorial or non-U.S. government.

               (xii) No claim has been made in writing by any Taxing Authority
in a jurisdiction where none of the Company or any of its Subsidiaries files Tax
Returns to the effect that any of Company or its Subsidiaries is or may be
subject to taxation by, or any of Company or its Subsidiaries is required to
file any Tax Return in, that jurisdiction.

               (xiii) Neither Company nor any of its Subsidiaries (a) has agreed
to or is required to make any adjustment under Section 481 of the Code that will
require an adjustment to taxable income for any period following the Effective
Time, (b) has received written notification that the Internal Revenue Service is
proposing any such adjustment, or (c) has an application pending with the
Internal Revenue Service requesting permission for any changes in methods of
accounting.

               (xiv) To the knowledge of Company, (a) neither Company nor any of
its Subsidiaries has participated in or cooperated with an international boycott
within the meaning of Section 999 of the Code and (b) Company is not and, within
the past three years, has not been a passive foreign investment company within
the meaning of Section 1297 of the Code.


                                        15

<PAGE>

               (xv) Company has not within the past three years received written
notification from any U.S. federal or state Taxing Authority making or proposing
any adjustment of Tax items of the Company or any of its Subsidiaries pursuant
to Section 482 of the Code.

               (xvi) Neither Company nor any of its Subsidiaries has entered
into a gain recognition agreement described in Treas. Reg. Section 1.367(a)-8
that would be outstanding after the Effective Time.

                (xvii) Neither Company nor any of its Subsidiaries is party to or
bound by any closing agreement with any U.S. federal or state Taxing Authority
that has been entered into within the past three years.

          Section 2.7 Intellectual Property.

           (a) Section 2.7(a) of Company Disclosure Letter contains a complete
and accurate list (by name and version number), as of the date hereof, of all
Company owned material products (i) currently distributed, marketed, or sold by
Company or its Subsidiaries and (ii) that Company expects or intends to make
available commercially or for revenue that are in development by the Company or
any of its Subsidiaries as of the Closing Date ("COMPANY PRODUCTS"), provided
that Company makes no representation or warranty that all such Company Products
will in fact be made commercially available as of the Closing Date or that there
are no other products that may become available at that time.

          (b) Section 2.7(b) of Company Disclosure Letter contains a complete
and accurate list, as of the date hereof, of the following Owned Company IP: (i)
all such registered Trademarks and material unregistered Trademarks; (ii) all
such Patents, if any, and (iii) all registered Copyrights, in each case listing,
as applicable, (A) the name of the current owner, (B) the jurisdiction where the
application/registration was filed or issued, and (C) the application or
registration number. To the knowledge of Company, none of the Owned Company IP
is invalid, except for any such invalidity that would not, individually or in
the aggregate, have a Company Material Adverse Effect.

          (c) Section 2.7(c) of Company Disclosure Letter contains a complete
and accurate list, as of the date hereof, of Company's Domain Name
registrations. Section 2.7(c) of Company Disclosure Letter identifies, for each
Domain Name registration, the named owner, and the registrar with which that
Domain Name is registered. To the knowledge of Company, Company's use and
registration of its Domain Names do not infringe any third party's Intellectual
Property Rights, except for any such infringement that would not, individually
or in the aggregate, have a Company Material Adverse Effect. In the case in
which Company or any of its Subsidiaries has acquired ownership of a Domain Name
registration from another party, Company or its Subsidiary has, to the knowledge
of Company, made or procured a transfer of the Domain Name in accordance with
the procedure of the registrar, except as would not, individually or in the
aggregate, have a Company Material Adverse Effect.

          (d) In each case in which Company or any of its Subsidiaries has
acquired assignments of ownership of any registered Trademarks, registered
Copyrights, or Patents currently included in the Owned Company IP from another
Person as set forth in the Company


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<PAGE>

Disclosure Letter, Company or one of its Subsidiaries has recorded or caused to
be recorded each such assignment with the U.S. Patent and Trademark Office, the
U.S. Copyright Office, or their respective equivalents in the applicable
jurisdiction, in each case in accordance with applicable Laws, except as would
not, individually or in the aggregate, have a Company Material Adverse Effect.

          (e) "COMPANY IP AGREEMENTS" shall mean any material Contract that is
in effect on the date hereof and (i) under which Company or any of its
Subsidiaries uses or otherwise exploits or has the right to use or otherwise
exploit any Licensed Company IP, other than licenses and related services
agreements for software that is used or otherwise exploited by Company or any of
its Subsidiaries but not incorporated into any Company Products and that has not
been materially customized solely for use or exploitation by Company or any of
its Subsidiaries by the relevant licensor or service provider; or (ii) under
which Company or any of its Subsidiaries has licensed to others any rights under
or agreed to transfer to others any of the Company IP or Company Intellectual
Property Rights, other than customer licenses or other similar agreements
entered into in the ordinary course of business. To the knowledge of Company,
neither the Company nor any of its Subsidiaries is in breach of any of the
Company IP Agreements and, in each case except as would not, individually or in
the aggregate, have a Company Material Adverse Effect: (1) the parties
contracting with Company or any of its Subsidiaries under the Company IP
Agreements are not in breach thereof; (2) there are no pending disputes
regarding the scope of such Company IP Agreements, performance under the Company
IP Agreements, or with respect to payments made or received under such Company
IP Agreements; and (3) all Company IP Agreements are in full force and effect.

           (f) To the knowledge of Company, the Owned Company IP, together with
the Licensed Company IP, is sufficient for the conduct of the business of
Company and its Subsidiaries as currently conducted.

          (g) Company and its Subsidiaries own all right, title and interest in
the Owned Company IP, free and clear of all Liens other than (i) encumbrances,
restrictions or other obligations arising under any of the Company IP Agreements
and (ii) Liens that would not, individually or in the aggregate, have or
reasonably be expected to have a Company Material Adverse Effect.

          (h) Company and each of its Subsidiaries has taken reasonable and
appropriate steps that, as a whole, are reasonable and appropriate to protect
and preserve the confidentiality of any Trade Secrets that comprise any part of
the Company IP. To the knowledge of Company, all use and disclosure by Company
or any of its Subsidiaries of Trade Secrets owned by another Person have been
pursuant to the terms of a written or other agreement with such Person or were
otherwise lawful, except as would not, individually or in the aggregate, have a
Company Material Adverse Effect. Company and its Subsidiaries have used
commercially reasonable efforts to enforce any policy they respectively maintain
with respect to the confidentiality of Trade Secrets, except for any failure to
enforce that would not, individually or in the aggregate, have a Company
Material Adverse Effect.

          (i) To the knowledge of Company, the Company Products and the conduct
by the Company and its Subsidiaries of their respective businesses have not
infringed upon or


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<PAGE>

otherwise violated and do not infringe upon or otherwise violate the
Intellectual Property Rights of any third party, except for any such
infringement that would not, individually or in the aggregate, have a Company
Material Adverse Effect. To the knowledge of Company, no Person or any of such
Person's products is infringing upon in any material respect any Owned Company
IP.

          (j) There is no Proceeding involving a third party pending or, to the
knowledge of Company, filed or threatened with respect to, and Company has not
been notified in writing of, any alleged infringement or other violation in any
material respect by Company or any of its Subsidiaries or any of its or their
current products or services or other operation of Company's or its
Subsidiaries' business of the Intellectual Property Rights of such third party.
There is no pending or, to the knowledge of Company, threatened claim
challenging the validity or enforceability of, or contesting Company's or any of
its Subsidiaries' ownership of or rights with respect to, any of the Owned
Company IP. To the knowledge of Company, Company and its Subsidiaries are not
subject to any Order that restricts or impairs the use of any Company
Intellectual Property or Intellectual Property Rights, other than restrictions
or impairments that would not, individually or in the aggregate, have or
reasonably be expected to have a Company Material Adverse Effect.

          (k) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby (including the Offer and the Merger)
will not result in (i) Company or its Subsidiaries granting to any third party
any rights or licenses to any Intellectual Property or Intellectual Property
Rights pursuant to any Company IP Agreement, (ii) any right of termination or
cancellation under any Company IP Agreement, (iii) the imposition of any Lien on
any Owned Company IP, or (iv) after the Merger, Parent or any of its
Subsidiaries being required, under the terms of any agreement to which Company
or any of its Subsidiaries is a party, to grant any third party any rights or
licenses to any of Parent's or any of its Subsidiaries' material Intellectual
Property or material Intellectual Property Rights, except, in the case of each
of clauses (ii) and (iii), as would not, individually or in the aggregate, have
a Company Material Adverse Effect.

          (l) Company and its Subsidiaries have taken commercially reasonable
steps and implemented commercially reasonable procedures to prevent viruses and
other disabling codes from entering Company Products. For the avoidance of
doubt, any unauthorized access caused, in whole or in part, by the operating
systems, hardware or software of third parties shall not be deemed to be caused
by the Company Products.

          (m) To the knowledge of Company, the Company Disclosure Letter
contains a complete and accurate list of all software that is distributed as
"open source software" or under a similar licensing or distribution model
(including but not limited to the GNU General Public License) that is
incorporated into or bundled with (i) a Company Product or (ii) any material
software used by the Company or any of its Subsidiaries and covered in whole or
material part by any Owned Company IP.

          (n) To the knowledge of Company, neither Company nor any of its
Subsidiaries has experienced any material defects in the software and hardware
used in their business as it is currently conducted (including any error or
omission in the processing of any


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<PAGE>

data) that, if not resolved, would, individually or in the aggregate, have or
reasonably be expected to have a Company Material Adverse Effect.

          (o) To the knowledge of Company, Company's and its Subsidiaries'
collection and dissemination of personal customer information in connection with
their business has been conducted in accordance with applicable privacy policies
published or otherwise adopted by Company and its Subsidiaries and any
applicable Laws, except as would not, individually or in the aggregate, have a
Company Material Adverse Effect.

           (p) For purposes of this Agreement, the following terms have the
meanings set forth herein:

               (i) "DERIVATIVE WORK" shall have the meaning set forth in 17
U.S.C. Section 101.

               (ii) "DOMAIN NAMES" shall mean any alphanumeric designation that
is registered with, or assigned by, any domain name registrar, domain name
registry, or other domain name registration authority as part of an electronic
address on the Internet.

               (iii) "INTELLECTUAL PROPERTY" shall mean any or all of the
following: (1) proprietary inventions (whether patentable or not), invention
disclosures, industrial designs, improvements, trade secrets, proprietary
information, know how, technology, technical data and customer lists, and all
documentation relating to any of the foregoing; (2) business, technical and
know-how information, non-public information, and confidential information and
rights to limit the use or disclosure thereof by any Person including databases
and data collections and all rights therein; (3) original works of authorship
(including computer program, source code, object code, whether embodied in
software, firmware or otherwise), architecture, documentation, files, records,
schematics, verilog files, netlists, emulation and simulation reports, test
vectors and hardware development tools; and (4) any similar or equivalent
property of any of the foregoing (as applicable).

               (iv) "INTELLECTUAL PROPERTY RIGHTS" shall mean any or all of the
following and all worldwide common law and statutory rights in,