ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Michigan Date: 11/8/2004
Industry: Software and Programming Law Firm: Ballard Spahr Andrews & Ingersoll LLP Sector: Technology

ASSET PURCHASE AGREEMENT, Parties: compuware corp , devstream corporation

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EXHIBIT 2.5

ASSET PURCHASE AGREEMENT

DATED OCTOBER 1, 2004

AMONG

COMPUWARE CORPORATION,

DEVSTREAM CORPORATION

MARIO CIABARRA, JAIMIE CIABARRA

AND

THOMAS CROSS

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TABLE OF CONTENTS

<TABLE>

1. DEFINITIONS.....................................................................................1

2. TRANSFER OF ASSETS; ASSUMED LIABILITIES; EXCLUDED LIABILITIES...................................5

2.1 Transfer of Assets..............................................................................5

2.2 Excluded Assets.................................................................................7

2.3 Assumption of Liabilities.......................................................................7

2.4 Excluded Liabilities............................................................................7

3. CLOSING.........................................................................................8

3.1 Closing Date....................................................................................8

3.2 Purchase Price..................................................................................8

3.3 Closing Consideration...........................................................................8

3.4 Indemnity Escrow Amount.........................................................................8

3.5 Royalty Amount..................................................................................8

3.6 Purchase Price Allocation......................................................................10

3.7 Actions to be Taken and Documents to be Delivered at the Closing...............................10

3.8 [Intentionally Omitted]........................................................................14

3.9 Third Party Consents...........................................................................14

3.10 Further Assurances.............................................................................14

4. REPRESENTATIONS AND WARRANTIES OF DEVSTREAM AND THE KEY EMPLOYEE...............................14

4.1 Organization; Power and Authority; Authorization; Due Execution; No Conflicts..................14

4.2 Title..........................................................................................15

4.3 Properties and Improvements....................................................................15

4.4 Other Assets of DevStream......................................................................15

4.5 Claims; Litigation; Compliance with Laws; Approvals............................................16

4.6 Agreements; Contracts; Warranties..............................................................17

4.7 Proprietary Rights.............................................................................18

4.8 Employees; Employee Benefits...................................................................20

4.9 Insurance......................................................................................22

4.10 Financial Statements...........................................................................22

4.11 Undisclosed Liabilities........................................................................23

4.12 Taxes..........................................................................................23

4.13 Absence of Changes or Events...................................................................25

4.14 [Intentionally Omitted]........................................................................27

4.15 Subsidiaries...................................................................................27

4.16 Capitalization.................................................................................27

4.17 [Intentionally Omitted]........................................................................28

4.18 Guarantees.....................................................................................28

4.19 Related Parties................................................................................28

4.20 Accounts Receivable............................................................................29

4.21 Brokers........................................................................................29

4.22 Disclosure.....................................................................................29

5. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF KEY EMPLOYEE......................................29

6. COMPUWARE'S REPRESENTATIONS AND WARRANTIES.....................................................30

6.1 Organization; Power and Authority..............................................................30

6.2 Authorization; Due Execution; No Conflicts.....................................................30

</TABLE>

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<TABLE>

6.3 Brokers........................................................................................31

7. POST-CLOSING COVENANTS.........................................................................31

7.1 Non-Disclosure Agreement.......................................................................31

7.2 Post-Closing Use of Intellectual Property......................................................31

7.3 Work in Progress...............................................................................31

7.5 Employee Matters...............................................................................32

7.6 Maintenance of Books and Records...............................................................32

7.7 Covenant Not to Compete........................................................................32

7.8 Dissenter's Rights.............................................................................33

8. CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS TO CLOSE......................................33

8.1 Conditions Precedent of Compuware..............................................................33

8.2 Conditions Precedent of DevStream..............................................................33

9. DEFAULT; TERMINATION OF AGREEMENT..............................................................34

10. INDEMNIFICATION................................................................................34

10.1 Indemnification by the DevStream and the Key Employee..........................................34

10.2 Indemnification by Compuware...................................................................35

10.3 Additional Indemnification by DevStream........................................................35

10.4 Claims for Indemnification.....................................................................35

10.5 Third-Party Claims.............................................................................36

10.6 Limits on Indemnification......................................................................37

10.7 Tax Indemnification Procedure..................................................................39

11. MISCELLANEOUS..................................................................................41

11.1 Notices........................................................................................41

11.2 No Waiver......................................................................................42

11.3 Successors and Assigns.........................................................................42

11.4 Severability...................................................................................42

11.5 Entire Agreement; Amendment....................................................................43

11.6 Cost of Litigation.............................................................................43

11.7 Interpretation.................................................................................43

11.8 Counterparts; Facsimile Signatures.............................................................44

11.9 Applicable Law; Choice of Forum................................................................44

11.10 Expenses.......................................................................................45

11.11 Press Releases.................................................................................45

11.12 Further Assurances.............................................................................45

</TABLE>

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Schedules and Exhibits

<TABLE>

Schedules

Schedule 2.1 * - Transfers Requiring Consents

Schedule 3.3 * - Closing Consideration

Schedule 3.4 * - Indemnity Escrow Amount

Schedule 3.6 * - Purchase Price Allocation for DevStream Corporation

Schedule 4.1 * - No Conflicts; Jurisdictions Where Qualified

Schedule 4.2 * - Liens

Schedule 4.4 * - Leased Assets

Schedule 4.5 * - Claims; Litigation; Compliance with Laws; Approvals

Schedule 4.6 * - Agreements; Contracts; Warranties

Schedule 4.7 * - Proprietary Rights

Schedule 4.8 * - Employees; Employee Benefits

Schedule 4.9 * - Insurance

Schedule 4.11 * - Undisclosed Liabilities

Schedule 4.12 * - Taxes

Schedule 4.12(e) * - Waivers of Statute of Limitations

Schedule 4.13 * - Absence of Changes or Events

Schedule 4.13(o) * Material Price Discounts

Schedule 4.15 * - Subsidiaries

Schedule 4.16 * Capitalization

Schedule 4.18 * - Guarantees

Schedule 4.19 * - Related Parties

Schedule 4.20 * - Accounts Receivable

Schedule 4.21 * - Brokers (DevStream)

Schedule 5 * - Additional Representations and Warranties of the Key Employee

Exhibits

Exhibit A * - Indemnity Escrow Agreement

Exhibit B * - Officer's Certificate-- Compuware

Exhibit C * - Officer's Certificates-- DevStream

Exhibit D * - Bill of Sale

Exhibit E * - Assignment and Assumption Agreement

Exhibit F * Employment Agreement

Exhibit G * Trademark Assignment

Exhibit H * Copyright Assignment

Exhibit I * Patent Assignment

</TABLE>

* The Company will furnish supplementally a copy of any omitted schedule to the

Commission upon request.

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ASSET PURCHASE AGREEMENT

This Agreement is made on October 1, 2004, among Compuware Corporation,

a Michigan corporation ("Compuware"), DevStream Corporation, a Colorado

corporation ("DevStream"), Mario Ciabarra, an individual ("Key Employee"),

Jaimie Ciabarra, an individual ("Spouse"), and Thomas Cross ("Cross"). Certain

capitalized terms used in this Agreement are either defined or referenced in

Section 1 below.

RECITALS

A. DevStream is engaged in the business of developing and marketing

software products.

B. Key Employee is engaged in the business of developing and marketing

software products.

C. Cross, along with Key Employee, are the sole Shareholders of

DevStream.

D. Spouse is the wife of Key Employee.

E. Subject to the terms and conditions hereinafter set forth, DevStream

desires to sell to Compuware, and Compuware desires to purchase from DevStream,

substantially all assets and rights of DevStream except those assets and rights

specifically excluded by DevStream herein.

F. The Board of Directors of DevStream has determined that the

transactions contemplated herein are in the best interests of its shareholders,

and has approved the transactions contemplated herein, upon the terms and

subject to the conditions set forth in this Agreement.

G. Subject to the terms and conditions hereinafter set forth, Key

Employee desires to sell to Compuware and Compuware desires to purchase from Key

Employee, certain assets and rights of Key Employee.

H. Compuware, DevStream, Spouse, Cross and the Key Employee desire to

make certain representations, warranties, covenants and agreements in connection

with the transactions contemplated herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants

of the parties hereto, the sufficiency of which is hereby acknowledged, and

intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. For all purposes hereunder and as used in this

Agreement the following terms shall have the meanings set forth below:

"Actually Realized" is defined in Section 10.7(h) of this

Agreement.

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"Affiliated Group" means any affiliated group within the

meaning of Code ss.1504(a) or any similar group defined under a similar

provision of state, local or foreign law.

"Agreement" means this Asset Purchase Agreement.

"Assets" is defined in Section 2.1 of this Agreement.

"Assumed Liabilities" is defined in Section 2.3 of this

Agreement.

"Benefit Plans" is defined in Section 4.8(d) of this

Agreement.

"Claim Notice" is defined in Section 10.4(c) of this

Agreement.

"Claimant" is defined in Section 10.4(a) of this Agreement.

"Closing" is defined in Section 3.1 of this Agreement.

"Closing Date" is the date of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended,

and the rules and regulations promulgated thereunder.

"Compuware" is defined in the introductory paragraph of this

Agreement.

"Contracts" is defined in Section 4.6 of this Agreement.

"Customers" is defined in Section 7.3 of this Agreement.

"DevStream" is defined in the introductory paragraph of this

Agreement and, unless the context requires otherwise, for the purposes of

Sections 4 and 7 shall mean DevStream and its subsidiaries.

"DevStream Products" means all software products commonly

known as "JView" or "MemoryScope" and any enhancements, bug fixes, error

corrections and improvements thereto, and any derivative products therefrom,

whether owned by DevStream or Key Employee.

"DevStream Shares" is a collective reference to the Voting

Common Stock and the Non-Voting Common Stock of DevStream.

"Employment Agreement" is defined in Section 3.7(b)(14) of

this Agreement and attached hereto as Exhibit F.

"ERISA" is defined in Section 4.8(d) of this Agreement.

"Excluded Liabilities" is defined in Section 2.4 of this

Agreement.

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"Fees and Costs" means reasonable legal (including attorneys'

and legal assistants') fees, disbursements and costs; reasonable fees,

disbursements and costs of third party consultants and experts; court costs; and

similar items.

"Final Determination" with respect to a Tax Proceeding means

(a) a final decision with respect to the proposed adjustment by an IRS agent or

officer, as evidenced by the issuance of a 90-day letter, IRS Form 870-AD or

like notice, unless judicial proceedings are timely initiated, (b) a final

decision with respect to the proposed adjustment by the United States Tax Court,

Court of Federal Claims or the appropriate Federal District Court, unless such

decision is timely appealed, (c) a final decision of a United States Court of

Appeals, unless such decision is timely appealed, or (d) a final decision by the

United States Supreme Court.

"Financial Statements" is defined in Section 4.10 of this

Agreement.

"GAAP" means United States generally accepted accounting

principles, consistently applied.

"Governmental Entity" is defined in Section 4.1(c) of this

Agreement.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended, and the rules and regulations promulgated thereunder.

"Indemnifying Party" is defined in Section 10.4(a) of this

Agreement.

"Indemnity Escrow Agent" means J.P. Morgan Trust, National

Association, Institutional Trust Services.

"Indemnity Escrow Agreement" is defined in Section 3.4 of this

Agreement.

"Indemnity Escrow Amount" is defined in Section 3.4 of this

Agreement.

"Indemnity Escrow Fund" is the aggregate amount withheld from

the Purchase Price and delivered to the Indemnity Escrow Agent in accordance

with Section 3.6(a)(5) of this Agreement.

"IRS" means the Internal Revenue Service and any successor

federal agency.

"Key Employee" is defined in the introductory paragraph to

this Agreement.

"Laws" means all applicable federal, state or local laws,

zoning and other ordinances, rules, regulations, building and other codes, and

court or administrative orders, judgments or decrees.

"Liability" or "Liabilities" means any commitments,

liabilities, obligations, indebtedness, accounts payable and accrued expenses

(whether any of the foregoing are known or unknown, asserted or unasserted,

absolute or contingent, accrued or unaccrued, liquidated or unliquidated and/or

due or to become due), including any Liability or obligation for Taxes.

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"Liens" is defined in Section 4.2 of this Agreement.

"Loss" or "Losses" mean and include any damage, liability,

loss, claim, cost, debt, expense, obligation, Tax, assessment, lawsuit or

deficiency of any kind or nature, fixed, actual, accrued or contingent,

liquidated or unliquidated, including, without limitation Fees and Costs

incident to proceedings or investigations or the defense of any of the

foregoing, whether or not litigation has commenced.

"Non-Disclosure Agreement" shall mean that certain

Non-Disclosure, Proprietary Information and Invention Assignment Agreement by

and among Rizwan Hag, DevStream and Softedge Systems, LLC, dated May 21, 2004.

"Non-Voting Common Stock" is defined in Section 4.16(a) of

this Agreement.

"Other Losses" is defined in Section 10.6(f) of this

Agreement.

"Permitted Lien" means (i) liens for Taxes not yet due and

payable or which are being contested in good faith by appropriate proceedings

and fully reserved against, (ii) encumbrances in the nature of zoning

restrictions, easements, rights or restrictions of record on the use of real

property if the same do not materially impair the use of such property in

DevStream's business as currently conducted or proposed to be conducted, (iii)

statutory or common law liens to secure landlords, lessors or renters under

leases or rental agreements confined to the premises rented, (iv) deposits or

pledges made in connection with, or to secure payment of, worker's compensation,

unemployment insurance, old age pension programs mandated under applicable Law

or other social security, (v) statutory or common law liens in favor of

carriers, warehousemen, mechanics and materialmen, statutory or common law liens

to secure claims for labor, materials or supplies and other like liens, and (vi)

restrictions on transfer of securities imposed by applicable state and federal

securities laws.

"Person" means an individual, firm, corporation, limited

liability company, syndicate, partnership, trust, association, joint venture,

unincorporated organization, Governmental Entity or other legal or business

entity.

"Proprietary Rights" are all know-how, marks, symbols,

trademarks, trade names, service marks, copyrights, patents, trade secrets,

licenses, source codes, object codes, inventions, logos and other intellectual

property owned or used by DevStream and/or Key Employee.

"Purchase Price" is defined in Section 3.2 of this Agreement.

"Recipient" is defined in Section 7.3 of this Agreement.

"Related Agreements" are all written agreements, other than

this Agreement, which are executed and delivered by Compuware, DevStream,

Spouse, Cross or Key Employee pursuant to this Agreement in connection with the

transactions contemplated by this Agreement.

"Representative" means Key Employee.

"Ruling" means a formal ruling, a determination letter, a

change in method of accounting letter or any similar announcement issued by the

IRS.

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"Sellers" shall be a collective reference to DevStream and Key

Employee.

"Shareholder" or "Shareholders" shall mean those persons that

are holders of capital stock of DevStream immediately prior to closing,

including without limitation Mario Ciabarra and Thomas Cross.

"Tax Authority" includes the IRS and any state, local, foreign

or other governmental authority (domestic or foreign) responsible for the

administration of any Taxes.

Tax Benefit" is defined in Section 10.7(h) of this Agreement.

"Tax Proceeding" is defined in Section 10.7(a) below.

"Tax Return" or "Tax Returns" means any return, declaration,

report, claim for refund, or information return or statement (including any

schedule or attachment thereto) and any amendment thereof required to be filed

with, or where none is required to be filed with a Tax Authority, the statement

or other document issued by, a Tax Authority in connection with any Tax.

"Taxes" means all taxes, however denominated, including any

interest, penalties or other additions to tax that may become payable in respect

thereof, imposed by any federal, territorial, state, local or foreign government

or any agency or political subdivision of any such government, which taxes will

include, without limiting the generality of the foregoing, all income or profits

taxes (including, but not limited to, federal income taxes and state income

taxes),single business taxes, real property gains taxes, payroll and employee

withholding taxes, unemployment insurance taxes, social security taxes, sales

and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts

taxes, business license taxes, occupation taxes, real and personal property

taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation,

Pension Benefit Guaranty Corporation premiums and other governmental charges,

and other obligations of the same or of a similar nature to any of the

foregoing, which DevStream or the Subsidiary is required to pay, withhold or

collect, whether disputed or not.

"Third-Party Claim" is defined in Section 10.5(a) of this

Agreement.

"Treasury Regulation" or "Treasury Regulations" means any

proposed, final or temporary regulation promulgated under the Code, including

any amendments or any substitute or successor provisions thereto.

"Voting Common Stock" is defined in Section 4.16(a) of this

Agreement.

2. Transfer of Assets; Assumed Liabilities; Excluded Liabilities

2.1 Transfer of Assets. At the Closing, Sellers will sell,

convey, transfer and assign to Compuware, free and clear of all Liens,

and Compuware will purchase, all rights, title and interest in and to

the business, assets (tangible and intangible) and rights of DevStream

(collectively referred to herein as the "Assets"), including Sellers'

respective rights, title and interest in and to the following:

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(a) All Contracts listed on Schedule 4.6 of this

Agreement;

(b) All owned Proprietary Rights in the DevStream

Products, including all patents, trademarks

(including but not limited to the names

"DevStream," "MemoryScope" and "JView"),

software, trade names, service marks, logos,

copyrights, trade secrets, technical

information and other know-how, and the

goodwill associated therewith;

except cellular telephone numbers used by

the Key Employee; and

(d) All customer lists and all purchase orders,

license agreements, maintenance agreements,

contracts, commitments and proposals for the

provision of services or software to

customers;

(e) All notes and accounts receivable;

(f) All prepaid and similar items, including,

without limitation, all prepaid expenses,

advance payments, security deposits,

employee travel and expense advances and

other prepaid items, all to the extent

assignable to Compuware; excluding pre-paid

maintenance under the Contracts;

(g) All business books and records, including,

without limitation, all financial, Tax,

operating, inventory, personnel, payroll and

customer records and all sales and

promotional literature, correspondence and

files; provided, however, that in the event

that any such books or records are subject

to any legal privilege, the parties agree to

cooperate to protect such privilege to the

extent practicable; and

(h) All owned personal property used by Sellers

in development and maintenance of the

DevStream Products, including all computer

equipment and systems, software, materials,

furniture, office equipment, including

without limitation that computer equipment.

Notwithstanding the above, any items listed in Schedule 2.1 to this

Agreement as requiring a consent for transfer or assignment and as to which

consent for such transfer or assignment has not been obtained by DevStream prior

to the Closing shall be treated in accordance with Section 3.9 and shall not be

deemed to be transferred or assigned to Compuware as part of the Assets.

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2.2 Excluded Assets. Notwithstanding the foregoing, the

following assets of Sellers shall not be sold, conveyed, transferred or

assigned to Compuware and shall not be included in the definition of

the Assets:

(a) Cash, cash equivalents and short-term

marketable securities, except for such cash

and cash equivalents related to performance

under the Contracts;

(b) All owned real property, including all land,

easements, buildings, improvements, rights

of way, fixtures and appurtenances thereto

and all such items under construction;

and commitments for the purchase of goods or

services, including all such items relating

to the purchase of capital assets, products

and supplies;

(d) All rights to any Tax refund, whether or not

applied for prior to the Closing Date.

2.3 Assumption of Liabilities. At the Closing, Compuware will

assume all Liabilities relating to Sellers' obligations to perform

under the Contracts from and after the Closing Date, other than

Liabilities resulting from Sellers' breach or default with respect to

any such Contracts (collectively, the "Assumed Liabilities").

2.4 Excluded Liabilities. Except as expressly set forth in

Section 2.3 above, Compuware is not assuming or agreeing to pay or

perform any Liabilities or contracts of Sellers, and all Liabilities

and contracts of Sellers not expressly set forth in Section 2.3 above

as being assumed by Compuware are referred to as the "Excluded

Liabilities." Without limiting the generality of the foregoing and

except as expressly set forth in Section 2.3 above, the following are

part of and constitute Excluded Liabilities:

(a) Any Liability of Sellers for Taxes, whether or

not reflected or reserved for in the Financial Statements of

DevStream;

(b) all brokerage commissions, finder's fees or

similar fees or commissions, any accounting, legal and other

professional fees, payable to any broker, finder, agent,

financial advisor accounts, attorneys, or other

representatives, acting or having acted on behalf of or

employed by either Sellers, Spouse, or Cross in connection

with this Agreement or any of the transactions contemplated

hereby;

relating to severance pay of any employees; and

(d) Any Liability arising from, including any

Liability to any current or past employees of DevStream with

respect thereto or relating to any employee pension benefit

plan.

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All of the Excluded Liabilities will be the sole

responsibility and obligation of DevStream or Key Employee, as

appropriate. DevStream or Key Employee, as appropriate, will pay,

perform and discharge all of the Excluded Liabilities when due in

accordance with their respective terms and conditions.

3. Closing.

3.1 Closing Date. The closing of the transactions contemplated

by this Agreement (the "Closing") will take place at the offices of

Compuware Corporation at 10:00 a.m. on the date of this Agreement or at

such other mutually agreeable time and place; provided, however, that

at the mutual election of the parties hereto, the Closing may take

place through an exchange of documents via facsimile and overnight

delivery.

3.2 Purchase Price. Subject to the terms and conditions of

this Agreement, and except as provided below, the aggregate purchase

price (the "Purchase Price") payable for the Assets will be the sum of

the Closing Consideration, the Indemnity Escrow Amount, and the Royalty

Amount. The Purchase Price will be subject to adjustment under Section

3.4.

3.3 Closing Consideration. The amount set forth on Schedule

3.3 (the "Closing Consideration") will be delivered at the Closing to

the Sellers. Compuware will pay the Closing Consideration, by wire

transfer of immediately available funds, to an account or accounts as

designated by the Sellers prior to the Closing.

3.4 Indemnity Escrow Amount. The amount set forth on Schedule

3.4 (the "Indemnity Escrow Amount") will be delivered at the Closing to

the Indemnity Escrow Agent by Compuware, to be held in escrow for a

period of twelve (12) months from the Closing Date, at which time the

balance thereof remaining shall be disbursed to the Key Employee,

pursuant to the terms of an indemnity escrow agreement, the form of

which is attached to this Agreement as Exhibit A (the "Indemnity Escrow

Agreement").

3.5 Royalty Amount.

(a) For the twenty-seven (27) month period commencing

on the first day of the first full calendar month following

the Closing Date (the "Royalty Period") Compuware shall remit

to Key Employee twenty percent (20%) of the Software License

Billing (the "Per Sale Royalty Amount") of the DevStream

Products closed during the Royalty Period and approved as

Software License Billing transactions in accordance with

Compuware's then current revenue recognition policy

consistently applied. "Software License Billing" shall mean

the license and first year maintenance (or subscription)

portion of a transaction accepted as billings for commission

purposes as recorded in Compuware general ledger. Any software

license billing transaction that is subsequently reversed,

because new information becomes available that causes

Compuware to determine it no longer meets revenue recognition

criteria, is deducted from the Software License Billings. At

the end of the first fifteen (15) months of the Royalty

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Period, Compuware shall aggregate the individual Per Sale

Royalty Amounts including any applicable reversals, such

period and remit the same to Key Employee without deduction or

offset within 60 days thereafter. With regard to the final

twelve (12) month portion of the Royalty Period, Compuware

shall aggregate the Per Sale Royalty Amounts including any

applicable reversals, within such period, and remit the same

to Key Employee without deduction or offset within sixty (60)

days thereafter. In the event a Software License Billing in

the initial 15 months of the Royalty Period for which Per Sale

Royalty Amounts have been paid to Key Employee is reversed in

the remainder of the Royalty Period as dictated by Compuware

revenue recognition policy, such reversed amount shall be

deducted from Per Sale Royalty Amounts payable in the such

final portion.

All funds to be remitted by Compuware hereunder shall

be paid by wire transfer of immediately available funds as

directed by Key Employee. With each Royalty payment made under

this Section 3.5(a), Compuware shall deliver to Key Employee a

statement of the Chief Financial Officer of Compuware which

shall include at least the following information: (i) the

calendar months for which the report applies, (ii) the

quantity of DevStream Products sold during each such calendar

month on an invoice-by-invoice basis; (iii) the Software

License Billing accrued and/or paid by each purchaser of

DevStream Products; and (iv) Compuware's computation of the

Royalty Amounts due to Key Employee under this Agreement. Any

payment not received by Key Employee under this Section 3.5

when due, shall be subject to interest at the rate of one half

percent (1/2%) per month.

(b) For purposes of calculating the Per Sale Royalty

Amount, the Software License Billing value of each sale of the

products in a specific transaction shall be determined using

the following methodology: the amount of Software License

Billing value attributable to the DevStream Product in a

particular transaction equals the product of the Software

License Billing value of a transaction (not inclusive of

taxes) multiplied by the quotient of the list price of the

DevStream Products sold divided by the aggregated list prices

for all the products licensed to the customer in the

transaction.

The Royalty Amount calculation above is demonstrated

by the example below:

Scenario: Customer A purchases a DevStream Product

and a Compuware product for a combined $50,000 in license fees

and first year maintenance. The licensing documents indicate

that the DevStream Product is being licensed for $0. The list

price for the DevStream Product is $30,000 and the Compuware

Product is $70,000.

A. The aggregate license and first year

maintenance value of the transaction equals

$50,000

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B. The list price percentage allocated to the

DevStream Products equals 30% ---

$30,000/($30,000+$70,000)

C. Therefore, the Software License Billing

allocated to the DevStream Product is

$15,000 (A multiplied by B)

D. The royalty percentage is 20%

E. Therefore, the Royalty Amount on this

transaction is $3,000 (D multiplied by C)

Compuware shall keep, on a continuing basis, full and

accurate accounting records with respect to the sale and

distribution of DevStream Products in sufficient detail to

determine the Royalty Amount payable to Key Employee. Full and

complete copies of such records, together with all necessary

supporting data, shall be kept at Compuware's offices at One

Campus Martius, Detroit, Michigan 48226. Compuware shall

retain such books and records for the retention period

required by applicable law. Upon reasonable advance notice,

during the Royalty Period, DevStream and its agents and

accountants shall have the right during normal business hours

to review such books records, and Compuware shall provide Key

Employee with full and complete access to such records. The

cost of such review shall be borne by Key Employee; provided,

however, if an error is determined in favor of Key Employee of

five percent (5%) or more, in the aggregate, then such costs

shall be paid by Compuware.

for Cause (as defined in the Employment Agreement) during the

first year of employment, DevStream's right to receive any

Royalty Amount payments shall immediately terminate on the

effective date of such resignation or termination.

(d) During the Royalty Period, Compuware hereby

covenants that it shall use commercially reasonable efforts to

market the DevStream Products.

3.6 Purchase Price Allocation. The Purchase Price (including

Assumed Liabilities) shall be allocated among the acquired Assets in

accordance with Schedule 3.6 hereto. The parties shall file all Tax

Returns (including amended returns and claims for refund) and

information reports in a manner consistent with such allocation, and

shall use highest commercially reasonable efforts to sustain such

allocation in any subsequent Tax audit or Tax dispute. Without limiting

the foregoing, DevStream and Compuware each agrees to file an IRS Form

8594 in accordance with Schedule 3.6 hereto, and the parties agree to

promptly provide each other with the information and documentation

necessary to complete the IRS Form 8594 and Schedule 3.6 hereto.

3.7 Actions to be Taken and Documents to be Delivered at the

Closing.

(a) At the Closing, Compuware will execute and/or

deliver or cause to be executed and/or delivered the following

documents and will take or will cause to be taken the

following actions, as appropriate:

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(1) officers' certificates as provided in

Exhibit B;

(2) the Indemnity Escrow Agreement;

(3) deliver $1,000,000 in immediately

available funds to the Indemnity Escrow Agent to hold

pursuant to the Indemnity Escrow Agreement;

(4) deliver $7,000,000 in immediately

available funds to Sellers as directed by Sellers;

and

(5) assignment and assumption agreements

with DevStream and Key Employee substantially in the

form attached hereto and incorporated by reference

herein as Exhibit E (the "Assignment and Assumption

Agreement");

(6) Compuware will assume possession and

control of the Assets.

(7) such other documents as may be

reasonably requested by DevStream.

(b) At the Closing, DevStream will execute and/or

deliver or cause to be executed and/or delivered the following

documents and will take or will cause to be taken the

following actions, as appropriate:

(1) certified resolutions of its Board of

Directors authorizing the execution and delivery of

this Agreement and each Related Agreement to which

it is a party.

(2) such bills of sale, assignments,

endorsements, and other good and sufficient

instruments and documents of conveyance and transfer

in form reasonably satisfactory to counsel to

Compuware and DevStream, as shall be necessary and

effective to transfer and assign to, and vest in,

Compuware all of DevStream's right, title and

interest in and to the Assets, including, without

limitation, (A) good and valid, title in and to all

of the Assets, and (B) all of DevStream's rights

under all Contracts, instruments, proposals and

other documents included in the Assets (including,

without limitation, any rights and interests of

DevStream under the Non-Disclosure Agreement),

including, without limitation, a Bill of Sale in the

form as provided in Exhibit D, and an Assignment and

Assumption Agreement;

(3) all of the agreements, contracts,

commitments, leases, plans, business plans,

quotations, proposals, instruments, computer programs

and software, data bases whether in the form of

computer tapes or otherwise, related object and

source codes, manuals and guidebooks,

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price books and price lists, customer and subscriber

lists, supplier lists, sale records, files,

correspondence, legal opinions, rulings issued by

governmental entities, and other documents, books,

records, papers, files, office supplies and data

belonging to DevStream which are part of the Assets;

(4) certified resolutions of the

Shareholders approving this Agreement as provided by

law, the bylaws of DevStream, and the transactions

contemplated hereby;

(5) a copy of the Articles of Incorporation

of DevStream and a good standing certificate from its

state of incorporation and each jurisdiction in which

it is qualified to do business (certified by an

appropriate state official as of a date within 30

days of the Closing Date);

(6) a certificate of the Secretary or

Assistant Secretary of DevStream in such form and

substance as Compuware may reasonably request

attesting as to the incumbency of each officer of

DevStream who executes this Agreement or a Related

Agreement, the bylaws and the resolutions;

(7) officers' certificates as provided in

Exhibit C;

(8) the Indemnity Escrow Agreement;

(9) an assignment by DevStream of all of its

rights and interests under each of the

confidentiality agreements and similar agreements in

effect between DevStream and its current and former

employees and others performing services for or on

behalf of DevStream and all documents necessary to

effect the assignment of DevStream's patents,

trademarks and copyrights to the extent they are part

of the Assets (including the "Trademark Assignment"

in the form as provided in Exhibit G; and the

Exhibit H);

(10) an assignment by DevStream of all of

its rights and interests under each of the Contracts;

and

(11) such other documents and certificates

as are required by the terms of this Agreement and

the Related Agreements (including delivery of all

governmental and third party consents required in

order for DevStream to execute or deliver this

agreement and the Related Agreements to which it is a

party and to consummate the transactions contemplated

by this Agreement and such Related Agreements) or as

may be reasonably requested by Compuware.

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<PAGE>

deliver or cause to be executed and/or delivered the following

documents and will take or will cause to be taken the

following actions, as appropriate:

(1) the Employment Agreement.

(2) such bills of sale, assignments,

endorsements, and other good and sufficient

instruments and documents of conveyance and transfer

in form reasonably satisfactory to counsel to

Compuware and Key Employee, as shall be necessary

and effective to transfer and assign to, and vest

in, Compuware all of Key Employee's right, title and

interest in and to the Assets, including, without

limitation, (A) good and valid, title in and to all

of the Assets, and (B) all of Key Employee's rights

under all Contracts, instruments, proposals and

other documents included in the Assets, including,

without limitation, a Bill of Sale in the form as

provided in Exhibit D, and the Assignment and

Assumption Agreement;

(3) all of the agreements, contracts,

commitments, leases, plans, business plans,

quotations, proposals, instruments, computer programs

and software, data bases whether in the form of

computer tapes or otherwise, related object and

source codes, manuals and guidebooks, price books and

price lists, customer and subscriber lists, supplier

lists, sale records, files, correspondence, legal

opinions, rulings issued by governmental entities,

and other documents, books, records, papers, files,

office supplies and data belonging to Key Employee

which are part of the Assets; and

(4) the Indemnity Escrow Agreement; and

(5) an assignment by Key Employee of all of

its rights and interests under each of the

confidentiality agreements and similar agreements in

effect between Key Employee and others performing

services for or on behalf of Key Employee and all

documents necessary to effect the assignment of Key

Employee's patents, trademarks and copyrights to the

extent they are part of the Assets (including the

"Trademark Assignment" in the form as provided in

Exhibit G; the Copyright Assignment in the form as

provided in Exhibit H; and the Patent Assignment in

the form as provided in Exhibit I);

(6) such other documents and certificates as

are required by the terms of this Agreement and the

Related Agreements (including delivery of all

governmental and third party consents required in

order for DevStream to execute or deliver this

agreement and the Related Agreements to which it is a

party and to consummate the transactions contemplated

by this Agreement and such Related Agreements) or as

may be reasonably requested by Compuware.

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3.8 [INTENTIONALLY OMITTED]

3.9 Third Party Consents. To the extent that each of the

Sellers' rights under any Contract or other Asset to be assigned to

Compuware hereunder may not be assigned without the consent of another

person which has not been obtained, this Agreement shall not constitute

an agreement to assign the same if an attempted assignment would

constitute a breach thereof or be unlawful, and each of the Sellers and

Compuware shall use reasonable commercial efforts to obtain any such

required consent as promptly as possible. If any such consent shall not

be obtained or if any attempted assignment would be ineffective or

would impair Compuware's rights under the Asset in question so that

Compuware would not in effect acquire the benefit of substantially all

such rights, the Sellers, to the maximum extent permitted by law and

the Asset, shall, if Compuware so requests, cooperate with Compuware in

any reasonable arrangement designed to provide such benefits thereunder

to Compuware.

3.10 Further Assurances. At and after the Closing, the

officers and directors of Compuware will be authorized to execute and

deliver, in the name and on behalf of each of the Sellers, any deeds,

bills of sale, assignments or assurances and to take and do, in the

name and on behalf of each Seller, any other actions and things to

vest, perfect or confirm of record or otherwise in Compuware any and

all right, title and interest in, to and under any of the rights or

Assets acquired or to be acquired by Compuware as a result of, or in

connection with, the transactions contemplated herein.

4. Representations and Warranties of DevStream and the Key Employee.

DevStream and Key Employee jointly and severally represent and warrant to

Compuware as follows as of the date of this Agreement and through and including

the Closing Date:

4.1 Organization; Power and Authority; Authorization; Due

Execution; No Conflicts.

(a) DevStream (1) is a corporation duly incorporated,

validly existing and in good standing under the laws of

Colorado, and (2) has the corporate power and authority to (A)

own, operate and lease the properties it owns, operates and

leases, (B) carry on its business as it is now being

conducted, (C) enter into this Agreement and the Related

Agreements to which it is a party and, (D) consummate the

transactions contemplated by this Agreement and the Related

Agreements, and (3) is duly qualified or licensed and is in

good standing to do business in each jurisdiction in which the

nature of the business conducted by it has made its

qualification or licensing a legal requirement, except for

those jurisdictions where the failure to be so qualified would

not have a material adverse effect on DevStream. DevStream has

delivered to Compuware true and correct copies of its Articles

of Incorporation and Bylaws.

(b) Other than the vote of the Shareholders required

by Law, this Agreement and each Related Agreement to which

DevStream is a party have been duly authorized by all

necessary corporate action of DevStream. Upon the execution

and delivery of this Agreement and the Related Agreements to

which

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<PAGE>

DevStream is a party, this Agreement and each such Related

Agreement will constitute the legal, valid and binding

obligation of DevStream, enforceable against DevStream, in

accordance with their respective terms, subject to judicial

discretion regarding specific performance or other equitable

remedies, and except as may be limited by bankruptcy,

reorganization, insolvency, moratorium or other laws relating

to or affecting the enforcement of creditors' rights and

remedies generally. Other than the vote of the Shareholders

referred to above, no other corporate authorizations or

proceedings on the part of DevStream are necessary to

consummate any of the other transactions contemplated by this

Agreement.

Agreement, the execution, delivery and performance by

DevStream of this Agreement and the Related Agreements to

which DevStream is a party will not (l) constitute a breach or

violation of (A) DevStream's Articles of Incorporation or

Bylaws, (B) any Law, or (C) any material agreement, right,

license, franchise, lease, indenture, deed of trust, mortgage,

loan agreement or other material instrument to which DevStream

is a party or by which DevStream is bound; (2) constitute a

violation of any order, judgment or decree to which DevStream

is a party or by which DevStream's assets or properties are

bound or affected; (3) result in the acceleration of any

material debt owed by DevStream; (4) result in the creation of

any lien, charge or encumbrance upon any of DevStream's

properties or assets; or (5) require any consent, approval,

authorization or permit of or from, or filing with or

notification to, any court, government, governmental authority

or other regulatory or administrative agency or commission,

domestic or foreign (each, a "Governmental Entity").

(d) Set forth in Schedule 4.1(d) to this Agreement is

a true and complete list of each jurisdiction in which

DevStream is qualified or licensed to do business.

4.2 Title. DevStream has good and marketable title to the

Assets of DevStream, free and clear of all security interests,

mortgages, liens, pledges, charges or encumbrances of any nature

("Liens"), except as set forth in Schedule 4.2 to this Agreement and

other Permitted Liens. There are no special assessments against any of

the Assets by any Governmental Entity.

4.3 Properties and Improvements. DevStream does not own,

lease, or have an option to acquire or have any other rights or

interests in any real property.

4.4 Other Assets of DevStream.

(a) All of the furniture, fixtures and equipment

owned or leased by DevStream or Key Employee are suitable for

the operation of DevStream and/or Key Employee's business as

currently conducted, subject only to ordinary wear and tear.

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<PAGE>

(b) All of the furniture, fixtures, equipment and

other personal property of DevStream or Key Employee are owned

by DevStream or Key Employee respectively and, except as set

forth on Schedule 4.4(b) to this Agreement, neither of the

Seller is leasing or holding on consignment, any equipment,

furniture, fixtures or other personal property with respect to

development, sales, or maintenance of the Assets.

4.5 Claims; Litigation; Compliance with Laws; Approvals.

(a) Except as disclosed in Schedule 4.5(a) to this

Agreement, neither of Sellers is : (1) a party to any

litigation, proceeding or administrative investigation, and,

to the knowledge of either of the Sellers, none is pending or

threatened in writing against or by either of Sellers or (2)

subject to any outstanding order, writ, injunction or decree

of any court, government or governmental authority or

arbitration against or affecting it.

(b) Except as disclosed in Schedule 4.5(b) to this

Agreement, neither of the Sellers is in violation of, nor was

it in violation of during the past five (5) years, and neither

of the Sellers' actions in the consummation of the

transactions contemplated by this Agreement do violate any

Law, including any Law relating to DevStream's employment or

employment practices or environmental or occupational safety

or health, or any right or concession, copyright, trademark,

trade name, patent, trade secret, know-how or other

proprietary right of others, except where noncompliance or

violation has not had or would not have a material adverse

effect on DevStream. The business and activities of DevStream

(1) are presently being conducted in material compliance with

all requirements of Law, including the filing with any

Governmental Entity or other third party of any statement,

report, information or form required by Law, and all

requirements of any Governmental Entities having jurisdiction

over the business or activities of DevStream and (2) were not

conducted in violation of any of such laws or such

requirements within the past five (5) years except where such

violation has not had or would not have a material adverse

effect on DevStream. Except as set forth in Schedule 4.5(b),

DevStream has not, within the past five (5) years, received a

notice of violation of, been threatened in writing with a

charge of violating, or, to the knowledge of DevStream, been

under investigation with respect to a possible violation of,

any Law which has not been complied with, rescinded or

resolved.

and permits and has filed all registrations, reports and other

documents required by local, state and federal authorities and

regulating bodies in connection with its business, except

where the failure to maintain or file such licenses, permits,

registrations or reports would not have a material adverse

effect on DevStream. All such licenses and permits will remain

in full force and effect (without imposition of any material

adverse condition, restriction, limitation, cost or penalty)

notwithstanding the transactions contemplated by this

Agreement. DevStream is in material compliance with all such

licenses, permits and approvals, and there are no

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<PAGE>

proceedings pending or, to the knowledge of DevStream,

threatened in writing to DevStream, which may result in the

material limitation, termination, cancellation or suspension,

or any adverse modification of, any such license, permit or

approval. Schedule 4.5(c) to this Agreement contains a full

and complete list of all such licenses, permits and approvals.

4.6 Agreements; Contracts; Warranties.

(a) All of the agreements, contracts, arrangements,

purchase orders, licenses, franchises, leases, understandings

and commitments, written or otherwise, currently in effect and

relating to DevStream or any of the Assets are set forth on

Schedule 4.6(a) hereto (the "Contracts"). All of such

Contracts will be effectively transferred to Compuware at the

Closing. Except as set forth on Schedule 4.6(a), to this

Agreement, and with respect to the Assets (1) neither of Key

Employee or DevStream is obligated under any contract or

agreement (written or otherwise) which may not be terminated

without cost or penalty to DevStream or the Shareholders upon

thirty (30) days' notice of a desire to terminate and which

will require DevStream to spend more than $50,000 in the

aggregate; and (2) DevStream is not a party to any agreement

or commitment of any nature pursuant to which it will be

required to spend more than $50,000 in any 12 month period or

$100,000 in the aggregate.

(b) With respect to the Contracts identified on

Schedule 4.6 to this Agreement:

(1) neither DevStream or Key Employee, nor,

to the knowledge of DevStream or Key Employee, the

third parties to such Contracts, are in material

default nor has such default been asserted by any

party, and there has not occurred any event which,

with or without the passage of time or giving of

notice (or both), would constitute such a default;

(2) except as set forth on Schedule

4.6(b)(2) to this Agreement, each such Contract will

remain in full force and effect (without imposition

of any material restriction, limitation, cost or

penalty to Compuware) notwithstanding the

transactions contemplated by this Agreement;

(3) except as set forth on Schedule

4.6(b)(3) to this Agreement, DevStream or Key

Employee has performed in all material respects all

of its obligations required to be performed by

DevStream prior to the date of this Agreement and

prior to the Closing Date; and

(4) neither DevStream, Key Employee nor, to

the knowledge of DevStream, the third parties to such

Contracts, has repudiated any provision of any such

Contract.

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Compuware a true and complete copy of each written instrument

or document (including all amendments thereto), and a true and

complete written summary of each unwritten understanding,

which is identified on Schedule 4.6 to this Agreement.

Schedule 4.6 includes true and correct copies of all forms of

cus

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