ASSET PURCHASE AGREEMENT

EXHBIT 2.1

ASSET PURCHASE AGREEMENT

          THIS AGREEMENT is effective as of the 1st day of November 2004.

AMONG:

MANATRON, INC. , a corporation incorporated under the laws of the State of Michigan, (the " Purchaser ");

and

VISICRAFT SYSTEMS, INC. , a corporation incorporated under the laws of the State of Georgia, (hereinafter referred to as the " Vendor " or the " Warrantor ") ;

and

Walt Mobley, Stan Burch and Jeff Watkins, shareholders of Vendor (each a " Shareholder " and collectively, the " Shareholders ").

          WHEREAS the Vendor primarily carries on the business of software development, sales and marketing, and support of property tax systems for counties in the State of Georgia;

          AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase substantially all of the assets and assume certain of the liabilities of the Vendor pertaining to the Business (as hereafter defined), upon and subject to the terms and conditions hereinafter set forth; and

          AND WHEREAS, The Shareholders own all of the issued and outstanding shares of Vendor's capital stock and join in this Agreement to make certain covenants and to jointly and severally guaranty the prompt performance of Vendor's obligations under this Agreement.

          NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

1.0          INTERPRETATION

          1.1          Definitions . In this Agreement, unless something in the subject matter or context is inconsistent therewith:

          (a)          " Accounts Receivable " has the meaning set out in Section 3.1(t).

          (b)          " Agreement " means this agreement and all Schedules hereto and all amendments made hereto and thereto by written agreement between the Vendor and the Purchaser.

          (c)          " Assets " means the assets referred to or described in Sections 2.1 and 2.2.

          (d)          " Assumed Liabilities " has the meaning set out in Section 2.6.

          (e)          " Business " means the business of developing, selling and supporting all of the Software products of the Vendor, including any products that are in the development stage or currently being supported by the Vendor. The Business includes all versions and modules of the Software.

          (f)          " Business Day " means a day other than a Saturday, Sunday or statutory holiday in Michigan or Georgia.

          (g)          " Claims " means all losses, damages, expenses, liabilities, claims and demands of whatever nature or kind including, without limitation, all reasonable legal fees and costs.

          (h)          " Closing Date " means November 1 ^st , 2004 or such other date as may be agreed to in writing between the Vendor and the Purchaser. The closing will be deemed to be effective at the Time of Closing, unless otherwise agreed in writing by the parties.

          (i)          " Confidential Information " means the following, any and all of which constitute confidential information of Vendor and Purchaser, (collectively the "Confidential Information"): (i) any and all trade secrets concerning the business and affairs of Vendor or Purchaser, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of Vendor or Purchaser and any other information, however documented, of Vendor or Purchaser that is a trade secret within the meaning of any applicable state trade secret law; (ii) any and all information concerning the business and affairs of Vendor or Purchaser (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for Vendor or Purchaser containing or based, in whole or in part, on any information included in the foregoing.

          (j)          " Contracts " means those contracts, leases, agreements, entitlements, commitments or licenses by which the Business is bound (including, without limitation, all licenses, support and maintenance contracts applicable to the Software) that are specifically set forth on Schedule C.

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          (k)          " Excluded Assets " means cash and bank deposits, corporate and stockholder records, personnel records and other records that Vendor is required by law to retain (copies of which will be provided to Purchaser if permitted by applicable law), all rights of Vendor under this Agreement, and the note receivable due to Vendor from Bixian Ni.

          (l)          " Excluded Liabilities " has the meaning set out in Section 2.7.

          (m)          " Intellectual Property " has the meaning set out in Section 2.1.

          (n)          " Interim Date " means July 8 ^th , 2004.

          (o)          " Lien " means any security interest, mortgage, encumbrance, option, lien or charge of any kind, including any limitation on transfer, use, receipt of income or other exercise of any attributes of ownership of the Assets, and any license for use or possession of the Assets of the Business.

          (p)          " Net Tangible Assets " are defined as the value of tangible assets acquired less the value of tangible liabilities assumed as of the close of business on the Closing Date and are set out in Schedule A. Tangible assets include accounts receivable, prepaid expenses and fixed assets. Tangible liabilities include deferred support and maintenance related to the Contracts.

          (q)          " Purchase Price " has the meaning set out in Section 2.3.

          (r)          " Schedules " means those schedules listed in Section 1.5.

          (s)          " Software " has the meaning set out in Section 2.1(a).

          (t)          " Time of Closing " means the close of business on the Closing Date.

          1.2          Extended Meanings . In this Agreement words importing any gender include all genders, words importing the singular number include the plural and vice versa , and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

          1.3          Accounting Principles . Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will relate to the generally accepted accounting principles from time to time approved by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, or any successor institute, applicable as of the date on which such calculation or action is made or taken or required to be made or taken in accordance with generally accepted accounting principles.

          1.4          Currency . All references to currency herein are to lawful money of the United States.

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          1.5          Schedules . The following are the Schedules attached hereto and incorporated by reference and deemed to be part hereof:

2.0          SALE AND PURCHASE

          2.1          Purchase and Sale of Software and Intellectual Property . Upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer in perpetuity to the Purchaser free and clear of all Liens, and Purchaser will purchase from the Vendor, as of and with effect from the Time of Closing:

          (a)          the computer programs known by the names as set out in Schedule B (excluding the category headings), including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts specifically related to the Business, and all other material related to the said computer programs, all as they exist at the Time of Closing, whether under development or as currently being marketed by the Vendor specifically with respect to the Business (the " Software ");

          (b)          all other intellectual property of the Vendor relating primarily to the Business existing as of the Time of Closing and used or currently being developed for use by the Vendor primarily in connection with the Business, whether registered or unregistered (the "Intellectual Property"), including without limitation:

          (i)          Copyrights - all copyrights in the Software owned by the Vendor and used primarily in connection with the Business, including without limitation, all copyrights in and to the Software and all applications and registrations of such copyrights;

          (ii)          Trade-marks - all trade-marks, trade-names, service marks, brand names, logos or the like owned by the Vendor and used primarily in connection with the Business, including, without limitation, those listed in Schedule B, whether used in association with wares or services, and all associated goodwill and all applications, registrations, renewals, modifications and extensions of such trade-marks;

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          (iii)          Patents - all patents, patent applications and other patent rights of the Vendor that are used primarily in connection with the Business, including, without limitation, those listed in Schedule B, including divisional and continuation patents;

          (iv)          Name - all of the Vendor's rights in the names associated with the products listed in Schedule B;

          (v)          Technology - all technology created, developed or acquired by the Vendor in connection with the Software that is used primarily in connection with the Business whether or not patented or patentable and whether or not fixed in any medium whatsoever, including without limitation, all inventions, know how, techniques, processes, procedures, methods, trade secrets, research and technical data, records, formulae, designs, sketches, patterns, specifications, schematics, blue prints, flow charts or sheets, equipment and parts lists and descriptions, samples, reports, studies, findings, algorithms, instructions, guides, manuals, and plans for new or revised products and/or services; and

          (vi)          Licenses - all licenses, sub-licenses and franchises related to the Vendor and the Business in which the Vendor and the Business is a licensee or a licensor of intellectual property of a nature described in paragraphs (i - v) above.

          (c)          for greater certainty, all of the Vendor's rights to develop, modify, market, sell, distribute, license and install the current and any future releases of the Software and Intellectual Property as outlined in Schedule B.

          2.2          Purchase and Sale of Other Assets .

          (a)          In addition to the assets set forth in Section 2.1, upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer to the Purchaser, free and clear of all Liens, and the Purchaser will purchase from the Vendor, as of and with effect from the Time of Closing, all of the other assets of the Business, including but not limited to the following, but excluding the Excluded Assets:

          (i)          Net Tangible Assets - the Net Tangible Assets. The details and specifics of the Net Tangible Assets (Liabilities) are included in Schedule A;

          (ii)          Contracts - the right, title and interest of the Vendor to and under all of the Contracts as detailed in Schedule C;

          (iii)          Work in Process - all work and contracts in process;

          (iv)          Warranty Rights - the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and the like and all security therefor received by the Vendor on the purchase or other acquisition of any part of the assets purchased under this Agreement;

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          (v)          Records - photocopies of all books, records or files relating to the Business including, without limitation all financial, production, personnel (where allowed under applicable law), sales and customer records, exclusive of vendor's tax returns; and

          (b)          For greater certainty, the Vendor hereby acknowledges that the Purchase Price payable by Purchaser to Vendor in accordance with the provisions of this Article 2 (Sale and Purchase) represents the full and final payment due to Vendor from Purchaser in respect of the purchase of the Assets. The Vendor hereby:

          (i)          surrenders all its right, title and interest in and to the Assets;

          (ii)          waives all moral rights in the Software and Intellectual Property; and

          (iii)          releases the Purchaser from any and all claims which the Vendor now or in future may have in respect of the Assets.

          2.3          Purchase Price and Allocation Thereof . The purchase price payable by the Purchaser to the Vendor for the Assets (such amount being hereinafter referred to as the "Purchase Price") will be $1.2 million less the balance of cash vendor has on hand at the Time of Closing and subject to adjustment as set forth in Section 2.4(c), and will be allocated for financial reporting and tax purposes as determined by Purchaser.

          2.4          Payment of Purchase Price . The Purchase Price shall be paid by the Purchaser in the following manner:

          (a)          Cash on Closing. A certified check, bank draft or wire transfer in the amount of $240,000 shall be payable to the order of the Vendor at the Time of Closing and shall be applied against the Purchase Price.

          (b)          Balance of Purchase Price. Subject to adjustment in accordance with Section 2.4(c), the balance of the Purchase Price shall be paid in four instalments as follows: three equal instalments of $240,000 on each of the next three anniversaries of the Closing Date, and a fourth instalment on the fourth anniversary equal to $240,000 minus the amount of cash that vendor has on hand at the Time of Closing.

          (c)          Adjustment to Purchase Price. In the event that any one or more of the following, Walt Mobley, Stan Burch and Jeff Watkins (the " Shareholders "), terminate their employment with Purchaser other than for Good Reason (as defined in their employment agreements set forth in Schedule D) prior to the completion of their respective five year employment agreements, all payments subsequent to their termination date will be reduced by $30,000 annually, prorated for any partial year of employment by such Shareholder, for each Shareholder who terminates prior to October 31, 2009. For purposes of greater clarity and by way of example, if one of the Shareholders leaves half way between the second anniversary and the third anniversary of the Closing Date, the final two payments of $240,000 will be reduced by $15,000 (to

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$225,000) and $30,000 (to $210,000) respectively. If an additional Shareholder leaves on the third anniversary of the Closing Date, the final payment will be reduced by an additional $30,000 (to $180,000). There would still be a further additional reduction to the final payment equal to the amount of cash the Vendor has on hand on at the Time of Closing in accordance with Section 2.4(b) above.

          (d)          Default in Payment of Purchase Price . Vendor shall retain a copy of the source code for the Software (the "Source Code"). Vendor shall have no right to use the Source Code, except as expressly set forth below. Upon payment of the Purchase Price in full in accordance with this Agreement, Vendor shall either return or destroy, at Purchaser's option, Vendor's copy of the Source Code. Upon the occurrence of any default of Purchaser in the payment of the Purchase Price in accordance with the provisions of this Agreement which remains uncured for seven (7) business days after receipt by Purchaser of written notice of such default, Purchaser shall grant a royalty-free perpetual license to the Source Code to Vendor; provided, however, Purchaser shall retain all rights in and to any derivative works created using the Source Code. Also in the event of such an uncured default, Purchaser shall release Vendor and the Shareholders from all non-competition covenants that Vendor or any of the Shareholders may have made with Purchaser under this Agreement or any other agreement between such parties, and Vendor and the Shareholders shall have the right to use the Source Code in any legal manner to compete with Purchaser.

          2.5          Determination of Amounts; Elections . The Vendor and the Purchaser covenant and agree with each other that the Purchase Price shall be allocated among the Assets in accordance with the provisions of Section 2.3. The Vendor and the Purchaser agree to cooperate in the filing of such elections under the Internal Revenue Code and similar tax statutes in the United States or any other jurisdiction as may be necessary or mutually desirable to give effect to such allocation for tax purposes. The Vendor and the Purchaser agree to prepare and file their respective tax returns in a manner consistent with the aforesaid allocations and elections. If either party fails to file its tax returns as aforesaid, it shall indemnify and save harmless the other of them in respect of any additional tax, interest, penalty and legal and/or accounting costs paid or incurred by the other of them as a result of the failure to file as aforesaid.

          2.6          Assumption of Obligations and Liabilities . Except as otherwise expressly provided herein, the Purchaser will assume, fulfill and perform only those executory obligations and liabilities of the Vendor that arise under the Contracts and other commitments specifically described in Schedule C that arise after the Time of Closing (the " Assumed Liabilities ").

          2.7          Obligations and Liabilities Not Assumed . Except for the Assumed Liabilities, Purchaser will not assume or become liable for any obligations, commitments, or liabilities of Vendor whether known or unknown, absolute, fixed, or contingent, whether or not disclosed to Purchaser in this Agreement, the Schedules, or otherwise, whether or not imposed upon Purchaser as a successor under applicable law, and whether or not related to the Assets (the obligations and liabilities not expressly assumed by Purchaser hereunder will be retained by Vendor or an affiliate, as applicable, and are referred to in this Agreement as the " Excluded Liabilities "). For greater certainty and without limiting the foregoing, the Purchaser will not

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assume any obligation or liabilities of the Vendor to the IRS or any taxing authority, withholding taxes, claims for overtime, insurance, income taxes, earned but unpaid vacation, pre-closing accounts payable or other accrued expenses. The Vendor will be solely responsible for any termination and severance costs of Vendor's employees that may arise on or before the Time of Closing.

          2.8          Restrictions on Assignment . Nothing contained in this Agreement shall be construed as an assignment or an attempt to assign:

          (a)          any permit to be assigned to Purchaser hereunder which, as a matter of law, is not assignable without the approval of the granting body unless such approval shall have been given;

          (b)          any Contract to be assigned to Purchaser hereunder which, as a matter of law, is not assignable without the consent of the other party or parties thereto unless such consent shall have been given; or

          (c)          any claim or demand thereunder or under any right of action or chose in action as to which all the remedies for the enforcement thereof enjoyed by the Vendor, would not, as a matter of law, pass to Purchaser as an incident of the transfers to be made under this Agreement.

In order, however, that the full value of every such Contract, permit, claim and demand of the character described in items (a) through (c) above and which constitutes part of the Assets (herein referred to as the "Rights") may be realized for the benefit of Purchaser, Vendor shall hold the Rights in trust for and on behalf of Purchaser.

          2.9          Substitution and Subrogation . To the extent not otherwise prohibited the conveyance of the Assets to Purchaser, its successors and permitted assigns, hereunder is with full rights of substitution and subrogation of Purchaser, its successors and permitted assigns, in and to all covenants and warranties by others heretofore given or made in respect of the Assets or any part thereof.

3.0          REPRESENTATIONS AND WARRANTIES

          3.1          Warrantor's Representations and Warranties . The Warrantor represents and warrants to the Purchaser that:

          (a)          Authority . The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Assets to the Purchaser free and clear of all Liens, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement have been duly and validly authorized and approved by all necessary legal action on the part of the Vendor.

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          (b)          Binding Agreement . This Agreement and all other agreements, documents and instruments to be executed by the Vendor constitute a valid and legally binding obligation of the Vendor.

          (c)          No Options . There is no contract, option or any other right of another binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets other than pursuant to the provisions of this Agreement.

          (d)          No Conflict . Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of:

          (i)          any of the provisions of the Vendor's articles of incorporation or by-laws of the Vendor;

          (ii)          subject to obtaining any required consent or approval, any agreement or other instrument to which the Vendor is a party or by which the Vendor is bound, or

          (iii)          any applicable law, rule or regulation.

          (e)          Books and Records . The books and records of the Vendor relating to the Business are materially true and correct. The books and records of the Vendor relating to the Business present fairly and disclose in all material respects the operations of the Business and such books and records have been prepared in accordance with generally accepted accounting principles consistently applied.

          (f)          Interim Period . Since the date of the signing of the letter of intent between the Purchaser and the Vendor dated July 8, 2004, the Business has been carried on in its usual and ordinary course and the Vendor has not entered into any transaction (including any transfer or sale of assets) out of the usual and ordinary course of the Business - such amount being defined as individual amounts in excess of $5,000 or $10,000 in the aggregate. Since the signing of the letter of intent, there has been no change in the operations or conditions of the Business, financial or otherwise, whether arising as a result of any legislative or regulatory change, revocation or licence or right to do business, fire, explosion, accident, casualty, labor dispute, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, except changes occurring in the usual and ordinary course of business which have had a material adverse affect on the Business, financial or otherwise.

          (g)          Intellectual Property . Schedule B sets forth a full, complete and true list of the Intellectual Property, and specifies the jurisdictions in which such Intellectual Property has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners, together with a list of all of the currently marketed software products of the Business and an indication as to which, if any, of such

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software products have been registered for copyright protection with the United States or other relevant Copyright Office and by whom such items have been registered. The Vendor is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens), the Intellectual Property, and has sole and exclusive rights (and is not contractually obligated to pay any compensation to any third party in respect thereof) for the use thereof. There is no and has not been any unauthorized use, infringement or misappropriation of any of the Intellectual Property by any person, current or former employee or other third party.

          (h)          Software .

          (i)          the Software as detailed in Schedule B was written only by persons who at the time they wrote the Software, were either employees of the Vendor or any company that the Vendor acquired, or they were contractors who assigned their intellectual property rights in the Software to the Vendor or any company acquired by the Vendor pursuant to written agreements;

          (ii)          except as detailed in Schedule B, the Software neither contains nor embodies nor uses nor requires any third party software, including development tools and utilities, and the Software, together with any third party programs, contains all materials necessary for the continued maintenance and development of the Software in the manner the Vendor conducted the Business through the Time of Closing;

          (iii)          copies of any and all license, distribution and maintenance agreements for the third party programs identified on Schedule C have been provided by the Vendor to the Purchaser, except in respect of third party programs that are shrinkwrapped software and that were purchased off-the-shelf by the Vendor in order to be passed through to the Vendor's customers or to be used by the Vendor;

          (iv)