ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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COMPUWARE CORPORATION | COVISINT, LLC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Michigan Date: 6/8/2004
Industry: Software and Programming Law Firm: Honigman Miller Schwartz and Cohn LLP Sector: Technology

ASSET PURCHASE AGREEMENT, Parties: compuware corporation , covisint llc

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EXHIBIT 2.3

ASSET PURCHASE AGREEMENT

DATED FEBRUARY 4, 2004

BY AND BETWEEN

COMPUWARE CORPORATION

AND

COVISINT, LLC

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TABLE OF CONTENTS

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<S> <C>

1. Definitions................................................................. 1

2. Transfer of Assets; Assumed Liabilities; Excluded Liabilities............... 7

2.1 Transfer of Assets................................................. 7

2.2 Excluded Assets.................................................... 9

2.3 Assumption of Liabilities.......................................... 9

2.4 Excluded Liabilities............................................... 9

3. Closing..................................................................... 10

3.1 Closing Date....................................................... 10

3.2 Purchase Price..................................................... 10

3.3 Additional Payments................................................ 10

3.4 Purchase Price Allocation.......................................... 11

3.5 Actions to be Taken and Documents to be Delivered at the Closing... 12

3.6 Third Party Consents............................................... 13

3.7 Additional Consideration........................................... 13

4. Representations and Warranties of Covisint.................................. 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 Covisint........................................... 15

4.5 Claims; Litigation; Compliance with Laws; Approvals................ 15

4.6 Agreements; Contracts.............................................. 16

4.7 Proprietary Rights................................................. 16

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

4.9 Insurance.......................................................... 21

4.10 Financial Statements............................................... 21

4.11 Undisclosed Liabilities............................................ 22

4.12 Taxes.............................................................. 22

4.13 Absence of Changes or Events....................................... 23

4.14 Environmental and Occupational Matters............................. 24

4.15 Subsidiaries....................................................... 25

4.16 [Intentionally Omitted.]........................................... 25

4.17 [Intentionally Omitted.]........................................... 25

4.18 Guarantees......................................................... 25

4.19 Related Parties.................................................... 25

4.20 [Intentionally Omitted.]........................................... 25

4.21 Brokers............................................................ 25

4.22 Disclosure......................................................... 25

5. Buyer's Representations and Warranties...................................... 26

5.1 Organization; Power and Authority.................................. 26

5.2 Authorization; Due Execution; No Conflicts......................... 26

5.3 Brokers............................................................ 26

5.4 No Knowledge....................................................... 26

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6. Covenants................................................................... 26

6.1 Conduct Through the Closing Date................................... 26

6.2 Approvals and Consents............................................. 28

6.3 Advice of Changes.................................................. 28

6.4 Notice of Litigation............................................... 28

6.5 Access to Properties and Records; Inspection....................... 28

6.6 Supplemental Information and Documents............................. 28

6.7 Filings............................................................ 29

6.8 Non-Disclosure Agreement........................................... 29

6.9 Work in Progress................................................... 29

6.10 Change and Use of the Covisint Name................................ 29

6.11 Employee Matters and Noncompetition................................ 30

6.12 Maintenance of Books and Records................................... 30

6.13 Exclusivity........................................................ 31

6.14 Management Letters................................................. 31

6.15 Commissions........................................................ 31

7. Conditions Precedent to the Parties' Obligations to Close................... 32

7.1 Conditions Precedent of Buyer...................................... 32

7.2 Conditions Precedent of Covisint................................... 33

8. Default; Termination of Agreement........................................... 33

8.1 Default............................................................ 33

8.2 Termination........................................................ 33

9. Indemnification............................................................. 34

9.1 Indemnification by Covisint........................................ 34

9.2 Indemnification by Buyer........................................... 35

9.3 Claims for Indemnification......................................... 35

9.4 Third-Party Claims................................................. 36

9.5 Limits on Indemnification.......................................... 36

9.6 Tax Indemnification Procedure...................................... 38

10. Miscellaneous............................................................... 39

10.1 Notices............................................................ 39

10.2 No Waiver.......................................................... 40

10.3 Successors and Assigns............................................. 40

10.4 Severability....................................................... 40

10.5 Entire Agreement; Amendment........................................ 41

10.6 Cost of Litigation................................................. 41

10.7 Interpretation..................................................... 41

10.8 Counterparts....................................................... 42

10.9 Applicable Law; Choice of Forum.................................... 42

10.10 Expenses........................................................... 42

10.11 Press Releases..................................................... 43

10.12 Further Assurances................................................. 43

10.13 Certain Tax Matters................................................ 43

10.14 Post-Termination Confidentiality Requirements...................... 43

10.15 No Third Party Beneficiaries....................................... 43

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Schedules and Exhibits

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Schedules

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Schedule 1(a) - Deferred Revenue *

Schedule 1(b) - Prepaid Expenses *

Schedule 2.1 - Assets Owned by Members; Transfers Requiring Consents *

Schedule 2.1(e) - Contracts *

Schedule 2.1(f) - Responder Contracts *

Schedule 2.2 - Excluded Assets *

Schedule 2.3 - Assumed Liabilities *

Schedule 3.3 - Additional Payments *

Schedule 3.4 - Purchase Price Allocation *

Schedule 4.1 - No Conflicts; Jurisdictions Where Qualified *

Schedule 4.3 - Properties and Improvements *

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 4.11 - Undisclosed Liabilities *

Schedule 4.12 - Taxes *

Schedule 4.13 - Absence of Changes or Events *

Schedule 4.15 - Subsidiaries *

Schedule 4.18 - Guarantees *

Schedule 4.19 - Related Parties *

Schedule 4.21 - Brokers (Covisint) *

</TABLE>

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Exhibits

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<S> <C>

Exhibit A - Assignment and Assumption Agreement *

Exhibit B - Bill of Sale *

Exhibit C - Intellectual Property Assignment *

Exhibit D - [reserved] *

Exhibit E - [reserved] *

Exhibit F - Transition Services Agreement Outline *

Exhibit G - Officer's Certificate - Buyer *

Exhibit H - Form of Opinion of Buyer General Counsel *

Exhibit I - Officers' Certificates - Covisint *

Exhibit J - Form of Opinion of Honigman, Miller, Schwartz and Cohn *

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

the Commission upon request.

iii

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ASSET PURCHASE AGREEMENT

This Agreement is made as of February 4, 2004, by and between Compuware

Corporation, a Michigan corporation ("Buyer"), and Covisint, LLC, a Delaware

limited liability company ("Covisint"). Certain capitalized terms used in this

Agreement are either defined or referenced in Article 1 below.

RECITALS

A. Covisint is engaged in the Business as defined below.

B. Subject to the terms and conditions hereinafter set forth, Covisint

desires to sell to Buyer, and Buyer desires to purchase from Covisint,

substantially all of the assets belonging to, used or intended to be used in the

Business.

C. The Board of Directors of Buyer and the Board of Directors of the

Managing Member of Covisint have each determined that the transactions

contemplated herein are in the best interests of their respective shareholders

and members, and have approved the transactions contemplated herein, upon the

terms and subject to the conditions set forth in this Agreement.

D. Buyer and Covisint desire to make certain representations,

warranties, covenants and agreements in connection with the transactions

contemplated herein.

Therefore, the parties agree as follows:

1. Definitions. As used in this Agreement:

"Active Employee" is defined in Section 6.11(a) of this Agreement

"Adjustment Amount" is defined in Section 3.2 of this Agreement.

"Affiliate" means with respect to any specified Person, any other

Person directly or indirectly controlling, controlled by or under common control

with such specified Person. For purposes of this definition "control,"

"controlling" and "controlled" means the ownership of voting securities or other

interests of a Person having by their terms ordinary voting power to elect a

majority of the Board of Directors of such Person or a majority of others

performing similar management functions with respect to such Person. For the

avoidance of doubt, General Motors Corporation, Ford Motor Company and DCX.Net

GMBH shall not be deemed Affiliates of Covisint.

"Agreement" means this Asset Purchase Agreement.

"Alternative Transaction" is defined in Section 6.13 of this

Agreement.

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

"Assignment and Assumption Agreement" means an assignment and

assumption agreement substantially in the form of Exhibit A attached to this

Agreement.

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"Assumed Liabilities" is defined in Section 2.3 of this Agreement.

"Benefit Plans" means "employee benefit plans" (as defined in

Section 3(3) of ERISA), and all other bonus, pension, profit sharing, deferred

compensation, incentive compensation, stock ownership, stock purchase, stock

option, stock bonus, phantom stock, retirement, vacation, severance, disability,

death benefit, welfare, holiday bonus, hospitalization, medical or other plan or

arrangement, providing benefits to any current or former employee, officer or

director of Covisint, or maintained or contributed to by Covisint or by any

member of its controlled group(s) as defined in Code Sections 414(b), (c), (m),

or (o) for the benefit of any employee, officer or director of Covisint.

"Bill of Sale" means a bill of sale for the sale of the Assets

substantially in the form of Exhibit B attached to this Agreement.

"Business" means Covisint's current business of development,

marketing, provision, and maintenance of systems (including hardware, software,

networks, and support thereof) related to:

(i) Covisint Connect and/or Covisint Messaging: a XML or other

uniform-language data messaging service that provides a single, or reduced

number of, connection for an enterprise's computers to exchange data with the

computers of the other enterprises with which it does business (including

integration of traditional EDI protocols into same). Covisint Connect also

includes a common web based view of traditional EDI or messaging data for

multiple originators.

(ii) Covisint Communicate and/or Covisint Portal: a common

infrastructure that permits enterprises to communicate information and to access

each other's applications via the Internet in a secure way extending down to the

individual user.

(iii) Covisint Collaborate: application, deployment and

interoperability via web services.

(iv) Covisint Problem Solver: a Covisint-developed application that

allows enterprises to communicate manufacturing problems, other associated

problems, and their subsequent resolution in a structured way via the Internet.

"Buyer" is defined in the introductory paragraph of this Agreement.

"Buyer Indemnified Parties" is defined in Section 9.1 of this

Agreement.

"Buyer's Welfare Plans" is defined in Section 6.11(a) of this

Agreement.

"Claim Notice" is defined in Section 9.3(c) of this Agreement.

"Claimant" is defined in Section 9.3(a) of this Agreement.

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

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"Closing Date" is the date on which the Closing takes place. For

purposes of determining any fact as of the Closing Date, such determination is

to be made as of 12:01 a.m. on such date.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended.

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

rules and regulations promulgated thereunder.

"Contracts" is defined in Section 2.1(g) of this Agreement.

"Covisint" is defined in the introductory paragraph of this

Agreement.

"Customers" is defined in Section 6.9 of this Agreement.

"Deferred Revenue" means the advance payments received by Covisint

with respect to obligations under Contracts to be performed by Buyer after the

Closing Date and listed on Schedule 1(a).

"Difference Amount" is defined in Section 3.3 of this Agreement.

"Entitled Party" is defined in Section 6.9 of this Agreement.

"Environmental Laws" means any Law which relates to pollution (or

the clean up of the environment), or the protection of air, surface water,

groundwater, drinking water, land (surface or subsurface), the environment or

any other natural resource or the use, storage, recycling, treatment,

generation, processing, handling, production or disposal of Hazardous Materials,

including but not limited to the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended, 42 USC Sections 9601 et seq.

and 40 CFR Sections 302.1 et seq., and regulations thereunder; the Federal Clean

Air Act, as amended, 42 USC Sections 7401 et seq., and regulations thereunder;

the Resource Conservation and Recovery Act, 42 USC Sections 6901 et seq., as

amended, and regulations thereunder; and the Federal Water Pollution Control

Act, 33 USC Sections 1251 et seq., as amended, and regulations thereunder.

"ERISA" means the Employee Retirement Income Security Act of 1974,

as amended.

"Estimated Statement" is defined in Section 3.3(a) of this

Agreement.

"Excluded Assets" is defined in Section 2.2 of this Agreement.

"Excluded Liabilities" is defined in Section 2.4 of this Agreement.

"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.

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"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.

"Final Statement" is defined in Section 3.3 of this Agreement.

"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.

"Hazardous Materials" means asbestos-containing materials, mono- and

polychlorinated biphenyls, urea formaldehyde products, radon, radioactive

materials, any "hazardous substance", "hazardous waste", "pollutant", "Toxic

Pollutant", "oil" or "contaminant" as used in, or defined pursuant to any

Environmental Law, and any other substance, waste, pollutant, contaminant or

material, including petroleum products and derivatives, the use, transport,

disposal, storage, treatment, recycling, handling, discharge, Release,

threatened Release, discharge or emission of which is regulated or governed by

any Environmental Law.

"Indemnifying Party" is defined in Section 9.3(a) of this Agreement.

"Intellectual Property Assignments" means an assignment by Ford

Motor Company of the Proprietary Rights listed in Schedule 2.1, and assignments,

in the form attached hereto as Exhibit C, by Covisint and its Affiliates of all

of their respective rights in the Proprietary Rights in respect of the Business.

"IRS" means the Internal Revenue Service and any successor federal

agency.

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

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

or administrative orders, judgments or decrees, and the common law.

"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) of Covisint, including any Liability or obligation for Taxes.

"License Agreements" is defined in Section 4.7(a) of this Agreement.

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

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"Loss" means and includes 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.

"Open Source Materials" is defined in Section 4.7(n) of this

Agreement.

"Patents, Trademarks, and Copyrights" means:

(a) any know-how, invention (whether patentable or

unpatentable and whether or not reduced to practice), any improvements to any

invention, and any patent, patent application, statutory invention registration

or patent disclosure for the foregoing, together with any reissuance, division,

continuation, continuation-in-part, revision, extension, or reexamination of any

patent;

(b) any trademark, service mark, trade dress, logo, trade

name, corporate name, domain name, Uniform Resource Locator (URL) or other

Internet address, whether or not registered, together with any translation,

adaptation, derivation, or combination and including any associated goodwill,

and any application for registration, registration, or renewal of the foregoing;

advertising and promotional materials, catalogs, logo designs, software,

compilations of data, and website content) and any copyright therefor, and any

application for registration, registration, or renewal of the copyright; and,

(d) any copies or tangible embodiment of any of the

foregoing and all files relating thereto;

"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 the Business, (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, and (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.

"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.

"Prepaid Expenses" means prepaid expenses, advance payments,

security deposits and other prepaid items paid by Covisint and listed on

Schedule 1(b).

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"Proprietary Rights" means Patents, Trademarks and Copyrights, Trade

Secrets and Other Proprietary Rights, and Software.

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

"Recipient" is defined in Section 6.9 of this Agreement.

"Related Agreements" are all written agreements, other than this

Agreement, which are executed and delivered by Buyer, Covisint or any member of

Covisint pursuant to this Agreement in connection with the transactions

contemplated by this Agreement including the agreements attached to this

Agreement as exhibits.

"Release" means spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping, disposal,

depositing and placing, including the abandonment or discarding of barrels,

containers, and other closed receptacles containing any Hazardous Material.

"Responder Contracts" means those Contracts listed in Schedule

2.1(f).

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

method of accounting letter or any similar announcement issued by the IRS.

"Software" means:

(a) any computer software (whether in general release or

under development), including, without limitation, source code, object code, and

databases and all related data and related documentation; and

(b) any copies or tangible embodiment of any of the

foregoing and all files relating thereto.

"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 Claimant" is defined in Section 9.6(a) of this Agreement.

"Tax Indemnifying Party" is defined in Section 9.6(a) of this

Agreement.

"Tax" or "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

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

foregoing, which Covisint is required to pay, withhold or collect, whether

disputed or not.

"Tax Proceeding" is defined in Section 9.6(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.

"Terminating Breach" is defined in Section 8.2(d) of this Agreement.

"Third-Party Claim" is defined in Section 9.4(a) of this Agreement.

"Trade Secrets and Other Proprietary Rights" means:

(a) any trade secret or confidential or proprietary business

information (including, but not limited to, any idea, research and development,

know-how, formula, composition, manufacturing and production process or

technique, technical data, design, drawing, specification, customer or supplier

list, pricing and cost information, and business and marketing plan or

proposal);

(b) any other proprietary right including moral rights and

waivers of such rights by others and the right to sue and recover damages,

attorneys' fees and costs for past infringement of any patent, trademark,

foregoing and all files relating thereto.

"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.

"Working Capital Allocation" is defined in Section 3.3 of this

Agreement.

2. Transfer of Assets; Assumed Liabilities; Excluded Liabilities.

2.1 Transfer of Assets. At the Closing, Covisint will sell, convey,

transfer and assign, (and cause Covisint's Affiliates to sell, convey, transfer

and assign the Assets owned by them and cause Ford Motor Company to assign to

Buyer the Proprietary Rights listed in Schedule 2.1) to Buyer, free and clear of

all Liens (other than Permitted Liens), and Buyer will purchase, all of such

rights, title and interest in and to the assets (tangible and intangible),

properties, and goodwill which relate to, or are used, held for use or intended

to be used in connection with, the operation of the Business, other than

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

Covisint's rights, title and interest in and to the following:

(a) The Business as a going concern;

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(b) All Prepaid Expenses;

and systems, computer accessories, machinery and equipment, materials, and

office equipment;

(d) All supplier lists and all orders, contracts and commitments

for the purchase of goods or services, including all such items relating to the

purchase of capital assets, products and supplies;

(e) Other than Responder Contracts, all customer purchase orders,

license agreements, maintenance agreements, customer contracts and customer

commitments listed on Schedule 2.1(e);

(f) All Responder Contracts, which are listed on Schedule 2.1(f)

and that are currently in effect;

(g) All other orders, contracts, commitments, personal property

leases, licenses, conditional sale or title retention agreements and guarantees

(the Assets described in items (d), (e), (f) and (g) of this Section 2.1 being

collectively referred to as the "Contracts");

(h) All Proprietary Rights owned by Covisint or Covisint's

Affiliates, and used in the Business, or owned by Ford Motor Company and listed

on Schedule 2.1;

(i) All permits, franchises, licenses, bonds, approvals,

qualifications and the like issued by any government or governmental unit,

agency, board, body or instrumentality, whether foreign, federal, state or local

and all applications therefor pertaining to the Business;

(j) All rights, claims (including refund claims), causes of action

and choses in action against third parties relating to the Assets (including,

but not limited to, rights against suppliers under warranties covering any

inventory, machinery or equipment);

(k) All financial, operating, inventory, personnel, payroll,

customer lists and customer records and all sales and promotional literature,

correspondence, proposals for the provision of services or software to

customers, and files relating to the Business;

(l) All inventory, merchandise, finished goods, raw materials,

packaging, and supplies and any prepaid deposits for the same relating to the

Business;

(m) All telephone numbers and domain names of Covisint; and

(n) All other tangible and intangible assets, whether or not

carried at value or listed on the books and records of Covisint and whether or

not in the possession of Covisint, including client relationships.

Notwithstanding the above, any items requiring a consent for transfer or

assignment and as to which consent for such transfer or assignment has not been

obtained by Covisint prior to the Closing shall be treated in accordance with

Section 3.5 and shall not be deemed to be transferred or assigned to Buyer as

part of the Assets. The foregoing sentence and Section 3.5

<PAGE>

shall only apply to those Contracts with respect to which Buyer has waived the

conditions for consent set forth in Section 7.1(e).

2.2 Excluded Assets. Notwithstanding the foregoing, and except as set

forth on Schedule 2.2, the following assets of Covisint shall not be sold,

conveyed, transferred or assigned to Buyer and shall not be included in the

Assets (the "Excluded Assets"):

(a) cash, cash equivalents and short term marketable securities;

(b) accounts receivable;

(d) any real property leases;

(e) membership, ownership or other equity interests in any

subsidiaries;

(f) limited liability company seals, charter documents, minute

books, membership books, tax returns, books of accounts or other books and

records of Covisint;

(g) Benefit Plans;

(h) insurance contracts;

(i) assets not related to the Business;

(j) assets held by Covisint or any of its Affiliates in Europe

except for The General Working Frame Agreement between Peugeot Citroen

Automobile SA and Covisint Europe BV executed by Covisint on or about June 14,

2002; and

(k) all Xerox leased copiers and Pitney Bowes mailing machines.

2.3 Assumption of Liabilities. At the Closing, Buyer will assume only

those obligations and liabilities of Covisint under the Contracts to be acquired

by Buyer pursuant to Section 2.1 and set forth on Schedule 2.3, and only to the

extent that such obligations and liabilities arise or are in respect of any

period on or after the Closing Date (collectively, the "Assumed Liabilities").

The assumption by Buyer of the Assumed Liabilities shall not expand the rights

or remedies of any third party against Buyer or Covisint, as compared to any

rights and remedies that such third party would have had against Covisint had

Buyer not assumed the Assumed Liabilities.

2.4 Excluded Liabilities. Except as set forth in Section 2.3 above,

Buyer is not assuming or agreeing to pay or perform any of the Liabilities or

contracts of Covisint, (the "Excluded Liabilities"). Without limiting the

generality of the foregoing, and notwithstanding anything to the contrary in

this Agreement, the Excluded Liabilities shall include, but not be limited to,

the following:

(a) Taxes of Covisint;

<PAGE>

(b) Any Liability in connection with the Business or the Assets that

arises or is in respect of any period before the Closing Date;

(d) Any Liability with respect to the litigation, investigations and

other matters set forth on Schedule 4.5;

(e) Any Liability for any past or present employees, agents or

independent contractors of Covisint, including any workers' compensation claims,

any employee severance claims, any claims arising under any employment

contracts, stock option agreements or the Benefit Plans and any Liability for

continuing medical plan coverage under COBRA;

(f) All brokerage commissions, finder's fees or similar fees or

commissions, any accounting, legal and other professional fees, payable in

connection with this Agreement or any of the transactions contemplated hereby to

any broker, finder, agent, financial advisor accounts, attorneys, or other

representatives, acting or having acted on behalf of or employed by either

Covisint or its members;

(g) Any Liability to any members of Covisint arising out of (i) any

ownership interest in Covisint or (ii) any of the transactions contemplated

herein, including any dissent and appraisal rights;

(h) Any Liability under Environmental Laws; and

(i) Any other Liability not constituting Assumed Liabilities.

As between Covisint and Buyer, all of the Excluded Liabilities will

be the sole responsibility and obligation of Covisint.

3. Closing.

3.1 Closing Date. The closing of the transactions contemplated by this

Agreement (the "Closing") will take place at the offices of Dykema Gossett PLLC,

400 Renaissance Center, Detroit, Michigan 48243 at 10:00 a.m. on March 1, 2004

or such other day and place as is mutually agreed.

3.2 Purchase Price. Subject to the terms and conditions of this

Agreement, and except as provided below, the purchase price (the "Purchase

Price") payable for the Assets is US$8,000,000, subject to adjustment pursuant

to Section 3.3. US$7,000,000 shall be paid to Covisint at Closing in immediately

available funds by wire transfer to the bank account designated by Covisint in a

notice delivered to Buyer at least three (3) business days prior to the Closing

Date. US$1,000,000, as adjusted in accordance with Section 3.3 (the "Adjustment

Amount") of the Purchase Price shall be held by Buyer pending resolution of the

matters set forth in Section 3.3.

3.3 Additional Payments. (a) Attached as Schedule 3.3 is a good faith

estimate of the amount of Prepaid Expenses and Deferred Revenue as of the

Closing Date, determined in accordance with generally accepted accounting

principles applied on a basis consistent with the

<PAGE>

Financial Statements. (the "Estimated Statement"). Within 45 days after the

Closing, Covisint and Buyer shall meet and agree upon a final calculation of the

amount of Prepaid Expenses and Deferred Revenue as of the Closing Date (the

"Final Statement"). Such calculation shall be made in accordance with generally

accepted accounting principles applied on a basis consistent with the Financial

Statements and the Estimated Statement. The "Difference Amount" shall be

calculated as Deferred Revenue less Prepaid Expenses on the Final Statement. If

the Difference Amount exceeds the Adjustment Amount, Covisint shall pay to the

Buyer the Difference Amount less the Adjustment Amount within two (2) business

days after such determination. If the Difference Amount is lower than the

Adjustment Amount, the Buyer shall pay Covisint the Adjustment Amount less the

Difference Amount within two (2) business days after such determination.

(b) "Working Capital Allocation" is defined in the following

sentence. Notwithstanding Section 3.3(a), the parties shall allocate current

liabilities and current assets between the parties at and as of the Closing Date

on the following general premise: current liabilities and current assets which

are incurred prior to the Closing Date shall remain the property or obligation

of Covisint; Assumed Liabilities and Assets (including accounts receivable)

arising or incurred on and after the Closing Date shall become the property or

obligation of Buyer.

and deliver a fully executed copy of The General Working Frame Agreement between

Peugeot Citroen Automobile SA and Covisint Europe BV executed by Covisint on or

about June 14, 2002. In the event such agreement is not delivered by such date,

Buyer shall be entitled to a payment from Covisint of $144,000. Buyer shall be

permitted to offset such amount against the Adjustment Amount.

(d) The parties shall use their best efforts to reconcile these

items within 45 days after the Closing Date and pay the respective party any

adjustments within two (2) business days after the parties reach an agreement.

In the event the parties cannot agree upon the final amount of Prepaid Expenses,

Deferred Revenue or Working Capital Allocation within 45 days after the Closing

Date, the parties shall submit the determination of Prepaid Expenses, Deferred

Revenue and/or Working Capital Allocation, as the case may be, to a nationally

recognized accounting firm (to be mutually agreed upon by the parties) that does

not perform any material services for Buyer or Covisint, which determination

shall be made within thirty (30) days after submission and shall be final and

binding on all parties. The fees, costs and expenses incurred by such accounting

firm in making such determination shall be borne equally by the parties.

3.4 Purchase Price Allocation. The Purchase Price shall be allocated

among the acquired Assets in accordance with Schedule 3.4, which Buyer and

Covisint shall prepare within a reasonable period after the Closing Date. Except

as required by Code Section 1060, Buyer and Covisint agree to allocate the

Purchase Price among the acquired Assets as follows: the computer equipment,

office equipment and prepaid assets shall be allocated amounts, equal to the net

book values of such Assets as of the Closing Date. To the extent that the

Purchase Price exceeds the allocation to such Assets, the excess shall be

allocated to the goodwill of Covisint. 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 their reasonable efforts

to sustain such allocation in any subsequent Tax audit or Tax dispute. Without

limiting

<PAGE>

the foregoing, Covisint and Buyer each agrees to file an IRS Form 8594 in

accordance with such Schedule 3.4, and the parties agree to promptly provide

each other with the information and documentation necessary to complete the IRS

Form 8594 and such Schedule 3.4.

3.5 Actions to be Taken and Documents to be Delivered at the Closing.

(a) At the Closing, Buyer will assume possession and control of

the Assets, execute and/or deliver or cause to be executed and/or delivered the

following documents and take or will cause to be taken the following actions, as

appropriate:

(1) deliver US$7,000,000 in immediately available funds to

Covisint;

(2) the Assignment and Assumption Agreement;

(3) a transition services agreement in form and substance

mutually agreeable between the parties covering the matters set

forth in Exhibit F;

(4) officer's certificate as provided in Exhibit G;

(5) an opinion of Buyer's General Counsel in substantially

the form attached hereto as Exhibit H; and

(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 Buyer to execute and 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 Covisint.

(b) At the Closing, Covisint will execute and deliver or cause to

be executed and delivered the following documents and will take or will cause to

be taken the following actions, as appropriate:

(1) a Bill of Sale;

(2) will permit Buyer's assumption of possession and control

of the Assets;

(3) a copy of the Certificate of Formation of Covisint and a

good standing certificate from the State of Delaware and each state

in which it is qualified to do business as a foreign entity

(certified by an appropriate state official as of a date within 30

days of the Closing Date);

(4) a certificate of Covisint, in such form and substance as

Buyer may reasonably request, attesting to the satisfaction of the

conditions set forth in Section 7.1;

(5) officer's certificate as provided in Exhibit I;

<PAGE>

(6) an opinion of Honigman, Miller, Schwartz and Cohn LLP in

substantially the form attached hereto as Exhibit J;

(7) the Intellectual Property Assignments from Covisint and

its Affiliates and from Ford Motor Company;

(8) the Assignment and Assumption Agreement;

(9) a transition services agreement in form and substance

mutually agreeable between the parties covering the matters set

forth in Exhibit F; and

(10) 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 Covisint 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 Buyer.

3.6 Third Party Consents. To the extent that Covisint's rights under any

Contract or other Asset to be assigned to Buyer 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 Covisint 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 Buyer's rights under

the Contract or other Asset in question so that Buyer would not in effect

acquire the benefit of substantially all such rights, Covisint, to the maximum

extent permitted by law and the Contract or other Asset, shall, if Buyer so

requests, cooperate with Buyer in any reasonable arrangement designed to provide

such benefits thereunder to Buyer.

3.7 Additional Consideration. As additional consideration for the

Business and Assets, Buyer agrees to pay 50% of Covisint's liability under the

real property lease, dated November 25, 2002, relating to Covisint's offices at

20921 Lahser Road, Southfield, Michigan, accruing on and after the Closing Date.

Liability subject to this Section 3.7 shall include (a) any amounts paid in

settlement of such lease, to the extent such settlement has received the prior

written approval of Buyer, and (b) related operating expenses. Covisint shall

invoice Buyer on a monthly basis for the additional consideration due under this

Section 3.7, for liability accrued by Covisint for the preceding month, and

shall include with such invoice information in reasonable detail supporting the

charges included in the invoice and the calculation of the amount invoiced.

Payment shall be made by Buyer within fifteen (15) days after receipt of each

such invoice; provided that if Buyer disagrees with the amount of the invoice,

Buyer shall be permitted access to Covisint's books and records for the purpose

of confirming the accuracy of the amount invoiced and payment shall not be due

until Buyer and Covisint have agreed on the amount to be paid by Buyer. In the

event the parties cannot agree upon the amount within 45 days after the invoice

is received by Buyer, the parties shall submit the determination of such amount

to a nationally recognized accounting firm (to be mutually agreed upon by the

parties) that does not perform any material services for Buyer or Covisint,

which determination shall be made within thirty (30) days after submission and

shall be final and binding on all parties. The fees, costs and

<PAGE>

expenses incurred by such accounting firm in making such determination shall be

borne equally by the parties.

4. Representations and Warranties of Covisint. Covisint represents and

warrants to Buyer 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) Covisint (1) is a limited liability company duly organized,

validly existing and in good standing under the laws of the State of Delaware,

and (2) has the limited liability company power and authority to (A) own,

operate and lease the Assets, (B) carry on the 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 to which it is a party, 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 Covisint.

(b) This Agreement and each Related Agreement to which Covisint is

a party have been duly authorized by all necessary limited liability company

action of Covisint. Upon the execution and delivery of this Agreement and the

Related Agreements to which Covisint is a party, this Agreement and each such

Related Agreement will constitute the legal, valid and binding obligation of

Covisint, enforceable against Covisint, 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.

execution, delivery and performance by Covisint of this Agreement and the

Related Agreements to which Covisint is a party will not (1) constitute a breach

or violation of (A) Covisint's Certificate of Formation or Operating Agreement,

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

license, franchise, lease, indenture, deed of trust, mortgage, loan agreement or

other material instrument to which Covisint is a party or by which Covisint is

bound; (2) constitute a violation of any order, judgment or decree to which

Covisint is a party or by which Covisint's assets or properties are bound or

affected; (3) result in the acceleration of any material debt owed by Covisint;

(4) result in the creation of any lien, charge or encumbrance upon any of

Covisint'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 is a true and complete list of each

jurisdiction in which Covisint is qualified or licensed to do business.

(e) Set forth in Schedule 4.1 is a true and complete list of all

of the members of Covisint.

(f) Covisint has not elected to be taxed as a corporation pursuant

to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.

<PAGE>

4.2 Title. Except for the Assets listed on Schedule 2.1 that are owned

by Ford Motor Company, Covisint has good and marketable title to all of the

Assets owned by it and valid leasehold interests in, or other rights to use, all

Assets not owned by Covisint, free and clear of all security interests,

mortgages, liens, pledges, charges or encumbrances of any nature ("Liens"),

other than Permitted Liens. The Assets constitute all of the property and assets

now used for the conduct of the Business as presently conducted by Covisint.

There are no special assessments against any of the Assets by any Governmental

Entity.

4.3 Properties and Improvements. Schedule 4.3 to this Agreement sets

forth a true and complete list of all real property owned or leased by Covisint.

4.4 Other Assets of Covisint.

(a) The Assets are sufficient to conduct the Business as currently

conducted, subject only to ordinary wear and tear.

(b) Except as set forth in Schedule 2.1 and Schedule 4.4, all of

the Assets of Covisint are owned by Covisint and, except as set forth on

Schedule 4.4 to this Agreement, Covisint is not leasing or holding on

consignment, any equipment, furniture, fixtures or other personal property with

a current value in excess of $2,500 individually and $15,000 in the aggregate.

4.5 Claims; Litigation; Compliance with Laws; Approvals.

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

Covisint is not: (1) a party to any litigation, proceeding or administrative

investigation, and, to the knowledge of Covisint, none is threatened against or

by Covisint or (2) subject to any outstanding order, writ, injunction or decree

of any court, government or governmental authority or arbitration against or, to

the knowledge of Covisint, affecting it. To the knowledge of Covisint, there is

no litigation, proceeding or administrative investigation pending or threatened

that affects or is related to the Business.

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

Covisint is not in violation of, and Covisint's actions in the consummation of

the transactions contemplated by this Agreement do not violate any Law,

including any Law relating to Covisint's employment or employment practices or

environmental or occupational safety or health. The Business is presently being

conducted in 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 Covisint. Except

as set forth in Schedule 4.5, Covisint has not, since its formation, received a

notice of violation of, been threatened in writing with a charge of violating,

or, to the knowledge of Covisint, been under investigation with respect to a

possible violation of, any Law which has not been complied with, rescinded or

resolved.

filed all registrations, reports and other documents required by local, state,

federal and foreign authorities and regulating bodies in connection with the

Business. All such licenses and permits will remain in full force and effect

(without imposition of any material adverse condition, restriction, limitation,

cost or penalty) immediately after the Closing Date notwithstanding the

transactions

<PAGE>

contemplated by this Agreement. Covisint is in compliance with all such

licenses, permits and approvals, and there are no proceedings pending or, to the

knowledge of Covisint, threatened which may result in the limitation,

termination, cancellation or suspension, or any adverse modification of, any

such license, permit or approval. Schedule 4.5 to this Agreement contains a full

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

4.6 Agreements; Contracts.

(a) Except as set forth on Schedule 4.6, all of the Contracts will

be effectively transferred to Buyer at the Closing.

(b) With respect to the Contracts other than the Responder

Contracts:

(1) neither Covisint, nor, to the knowledge of Covisint, the

other 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, each such Contract

will remain in full force and effect (without imposition of any

restriction, limitation, cost or penalty to Buyer) notwithstanding

the transactions contemplated by this Agreement;

(3) except as set forth on Schedule 4.6, Covisint has

performed all of its obligations required to be performed by

Covisint prior to the date of this Agreement and prior to the

Closing Date; and

(4) neither Covisint nor, to the knowledge of Covisint, the

third parties to such Contracts, has repudiated any provision of any

such Contract.

Contracts are in material default by Covisint or the other parties.

(d) Covisint has delivered to Buyer a true and complete copy of

each Contract (other than Responder Contracts) and a true and complete copy of

the form of Responder Contract, which are representative of those used by

Covisint.

4.7 Proprietary Rights.

(a) Covisint owns or is licensed for, and in any event possesses

sufficient and legally enforceable rights with respect to, all Proprietary

Rights that are used or exploited in, or that may be necessary to conduct the

Business as is presently conducted and as currently proposed to be conducted by

Covisint and Covisint owned or was licensed for, and in any event possessed

sufficient and legally enforceable rights with respect to, all Proprietary

Rights that were used or exploited in the Business when such Proprietary Rights

were used. Schedule 4.7 sets forth, for the Patents, Trademarks, and Copyrights

owned by Covisint, a complete and accurate list of all (1) patents and patent

applications, (2) trademark and service mark registrations and applications

therefor, (3) unregistered trademarks and service marks, (4) domain names, (5)

<PAGE>

copyrights and (7) trade secrets claimed by Covisint, indicating for each, where

applicable, (i) the jurisdiction, (ii) the patent, registration, or application

number, (iii) the date issued, and (iv) the date filed. Schedule 4.7 also sets

forth a complete and accurate list of all license agreements granting any right

to use or practice any rights under any Proprietary Rights, whether Covisint is

the licensee or licensor thereunder, and any written consent to use, settlement

or other agreements relating to any Proprietary Rights to which Covisint is a

party or otherwise bound (collectively, the "License Agreements").

(b) Covisint has all right, title, and interest in and to the

Proprietary Rights owned by Covisint free and clear of any attachments, liens or

encumbrances and is listed in the records of the appropriate United States,

state or foreign agency as the sole owner of record for each patent,

registration, or application listed on Schedule 4.7.

trademarks) and the Trade Secrets and Other Proprietary Rights owned by Covisint

and, to the best of Covisint's actual knowledge without inquiry, any Patents,

Trademarks, and Copyrights and Trade Secrets and Other Proprietary Rights

licensed, used or exploited by Covisint, are valid and subsisting, in full force

and effect, and have not been cancelled, expired, or abandoned. No claim has

been made, asserted, or threatened, or is pending against Covisint based upon,

challenging or seeking to deny or restrict the use or exploitation by Covisint

of any of the Proprietary Rights owned or licensed by Covisint. Other than ex

parte prosecution of patent, trademark, service mark or copyright applications,

there are no proceedings or actions pending before any court or government

agency (including the United States Patent and Trademark Office or similar

foreign government agencies) related to any of the Proprietary Rights owned by

Covisint. Except as set forth on Schedule 4.7, there are no actions that must be

taken within 180 days of the date of this Agreement, including the payment of

any registration, maintenance or renewal fees or the filing of any response to

an official action of a court or government agency (including the United States

Patent and Trademark Office) or the filing of any application for the purpose of

obtaining, maintaining, perfecting, preserving or renewing any of the United

States trademarks and patent application included among the Propriety Rights

owned by Covisint.

(d) Covisint has, or has caused to be, delivered to Buyer correct,

complete, and fully executed copies of all License Agreements identified in

Schedule 4.7 and any and all ancillary documents pertaining thereto (including,

without limitation, all amendments, consents and evidence of commencement dates

and expiration dates). With respect to each of the License Agreements, Covisint

represents and warrants that:

(1) the license agreement, together with any and all

ancillary documents pertaining thereto, is legal, valid, binding,

and enforceable and in full force and effect and represents the

entire agreement with respect to the subject matter of such license

agreement;

(2) subject to obtaining required consents, the license

agreement, together with any and all ancillary documents pertaining

thereto, will continue to be legal, valid, binding, and enforceable

and in full force and effect on terms identical to those currently

in effect upon consummation of the transactions contemplated by this

Agreement and the consummation of such transactions will not

constitute a breach or default under such license agreement or

otherwise give

<PAGE>

any party to the license agreement other than Covisint a right to

terminate such license;

(3) Covisint has not received any notice of termination or

cancellation under such license agreement, nor any notice of a

breach or default under such license agreement which has not been

cured and Covisint has not itself sublicensed or granted any of the

licensed rights to another party in violation of the license

agreement; and,

(4) Neither Covisint nor to the best of Covisint's knowledge

any other party to such license is in breach or default in any

material respect and no ev

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