LOCK-UP AGREEMENT

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EXHIBIT 99.2

ACTIVANT SOLUTIONS INC.

804 Las Cimas Parkway

Austin, TX 78746

January 24, 2005

SPEEDWARE CORPORATION INC.

TO: THE PERSONS NAMED ON SCHEDULE A TO THIS LETTER (each person being referred

to individually as a "SELLER" or collectively as the "SELLERS")

This letter sets out the terms and conditions upon which Activant Solutions Inc.

("PARENT"), through Activant Solutions Acquisitionco Ltd. (the "OFFEROR"),

agrees to make an offer (the "OFFER") as described below to purchase all of the

common shares (the "SHARES") in the capital of Speedware Corporation Inc. (the

"COMPANY").

Unless otherwise defined, all capitalized terms referred to herein shall have

the meanings attributed to them in the support agreement made the date hereof

among Parent, the Offeror and the Company (the "SUPPORT AGREEMENT").

This letter also sets out the terms and conditions of the agreement of each

Seller to deposit under the Offer or cause to be deposited under the Offer all

the Shares beneficially owned by the Seller and any Shares which may be issued

on the exercise of (i) all currently outstanding options ("OPTIONS") granted

pursuant to the Company's Stock Option Plans, (ii) Warrants; or (iii) other

entitlements that such Seller may have to acquire Shares (such Options,

Warrants, or other entitlements to acquire Shares being collectively referred to

as "RIGHTS", and such Shares beneficially owned by a Seller (including any

Shares acquired by a Seller before the Offer is completed) and the Shares

issuable to the Seller pursuant to Rights are hereinafter collectively referred

to as the "SUBJECT SHARES").

1. OFFER FOR SHARES OF THE COMPANY

(a) Subject to the terms and conditions below, the Offeror shall

make the Offer. The terms of the Offer shall include any

amendments to, or extensions of, such Offer made in accordance

with the terms of the Support Agreement, including, without

limitation, removing or waiving any condition or extending the

date by which Shares may be deposited. The Offeror shall offer

to acquire the Shares for CDN$3.91 per Share, in cash.

(b) Subject to Subsection 1.1(h) and 1.2(d) of the Support

Agreement, the Offeror shall make, or cause to be made, the

Offer to all Shareholders and mail the Bid Circular to each

registered Shareholder, Option holder and Warrant holder not

later than 11:59 p.m. (Toronto time) on the Latest Mailing

Date; provided, however, that if the mailing of the Bid

Circular is delayed by reason of (i) an injunction or order

made by a court or regulatory authority of competent

jurisdiction or (ii) the Offeror not having regulatory waiver,

consent or approval which is necessary to permit the Offeror

to mail the Offer then, provided that such injunction or order

is being contested or appealed or such regulatory waiver,

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consent or approval is being actively sought, as applicable,

then the Latest Mailing Date shall be extended to the second

business day following the date on which such injunction or

order ceases to be in effect or such waiver, consent or

approval is obtained, as applicable.

(c) The Bid Circular shall be prepared in both the English and

French languages and in accordance with the Support Agreement

and applicable Securities Laws.

(d) The Offer will be made in accordance with applicable

Securities Laws and shall expire no earlier than 8:00 a.m.

(Toronto time) on the 36th day after the Mailing Date, subject

to the right of the Offeror to extend the period during which

Shares may be deposited under the Offer (as it may be

extended, the "EXPIRY TIME"). The Offer shall be subject only

to the conditions set forth in Schedule A annexed to the

Support Agreement.

(e) Each of the Sellers acknowledges and agrees that the Offeror

may, in its sole discretion, amend, supplement, modify or

waive any term or condition of the Offer, provided that the

Offeror will not, without the prior written consent of the

Company, (i) increase the Minimum Tender Condition, (ii)

decrease the consideration per Share, (iii) change the form of

consideration payable under the Offer (other than to add

additional consideration or the option of Shareholders to

choose one or more alternative forms of consideration in

addition to the form of consideration contemplated herein) or

(iv) impose additional conditions to the Offer.

2. AGREEMENT TO TENDER

(a) This Agreement when signed and delivered by a Seller to Parent

and the Offeror will constitute the agreement of that Seller,

among other things, to irrevocably accept the Offer and

validly to tender or cause to be tendered and to do or to

cause to be done all acts and things (including exercising or

converting, as applicable, all Rights held by such Seller) to

tender the Subject Shares owned by that Seller under the Offer

on the terms and conditions set out herein.

(b) Each of the Sellers shall:

(i) irrevocably and unconditionally deposit or cause to

be deposited with the designated depositary under the

Offer (the "DEPOSITARY") in response to the Offer all

of the Subject Shares (other than Subject Shares

issuable upon the exercise or conversion of Rights,

which shall be deposited as described below), free

and clear of all Encumbrances (as defined herein), in

accordance with the terms of the Offer (together with

a duly executed letter of transmittal in respect of

such Shares completed in accordance with the Offer)

as soon as reasonably practicable but in any event

not later than two business days following the date

of mailing of the Bid Circular or in the case of the

deposit of Holdco Shares as contemplated by the

Support Agreement, no later than 5:00 p.m. (Toronto

time) on the seventh business

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day prior to the Expiry Time (in which case the

Seller shall enter into a Holdco Agreement as

provided in the Support Agreement); and

(ii) irrevocably and unconditionally deposit or cause to

be deposited any Shares issuable upon exercise or

conversion of all Rights it holds, free and clear of

all Encumbrances, by providing the Depositary or

another entity designated by the Offeror (which may

be the Company's transfer agent) as soon as

reasonably practicable, but in any event not later

than two business days following the date of mailing

of the Bid Circular, with a completed notice of

guaranteed delivery in form acceptable to the Offeror

accepting the Offer and providing for the tendering

of the Subject Shares issuable upon the exercise of

Rights to the Offer, together with an irrevocable

direction to exercise all such Rights and to remit a

portion of the payment therefor equal to the

aggregate exercise price of the Rights to the Company

and to deliver the Subject Shares issuable upon the

exercise or conversion thereof to the Offer (together

with a duly executed letter of transmittal completed

in accordance with the Offer or such other

documentation that the Offeror may reasonably require

in respect of such Shares, including documentation

evidencing ownership of such Rights), such exercise

to be effective upon receipt by the Depositary or

such other designee of notice from the Offeror that

it is taking up Shares tendered to the Offer,

and thereafter, none of the Sellers shall withdraw or permit

its Subject Shares (including Rights exercisable for or

convertible into Subject Shares) to be withdrawn from the

Offer (notwithstanding any statutory or other legal or

equitable rights), unless this Agreement is terminated in

accordance with its terms. The Offeror will take up and pay

for the Subject Shares deposited under the Offer by a Seller

in accordance with the terms of the Offer within the periods

required by applicable Securities Laws and upon the conditions

of the Offer having been satisfied or waived by the Offeror.

(c) For greater certainty, for the purposes of this Agreement, the

term "SUBJECT SHARES" shall refer to Shares which each Seller

is required to tender under the Offer and shall include all

shares or other securities into or for which the Subject

Shares may be converted, exchanged or otherwise changed

pursuant to any reorganization, merger, amalgamation or other

transaction involving the Company prior to the acquisition of

the Subject Shares by the Offeror, and shall also include any

and all distributions of cash, securities or other property

made with respect to such Shares on or after the date hereof,

and in the event that the Seller elects to tender Holdco

Shares in accordance with the Support Agreement, the term

"Subject Shares" shall include Holdco Shares.

3. CONDITIONS TO MAKING THE OFFER

The obligation of the Offeror to make the Offer is conditional on the

prior satisfaction of the conditions set forth in Subsection 1.1(h) of

the Support Agreement, any or all of

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which may be waived by the Offeror in whole or in part in its sole

discretion without prejudice to any other rights it may have under the

Support Agreement or otherwise.

4. COVENANTS OF THE SELLERS

Each Seller agrees severally (but not jointly and severally) that

during the period commencing on the date hereof and continuing until

the termination of the Offer (as extended, where applicable) or the

termination hereof in accordance with Section 7, as the case may be:

(a) (i) except to the extent permitted hereunder, each Seller

will not take any act, directly or indirectly, which

may in any way adversely affect the success of the

Offer or the purchase of any Shares under the Offer;

(ii) each Seller will exercise the voting rights attaching

to the Subject Shares and otherwise use its best

efforts as a Shareholder of the Company to oppose any

proposed action by the Company, its Shareholders or any

of its Subsidiaries or any other Person in respect of

(A) an Acquisition Proposal; or (B) any action or

transaction that would impede, interfere with, delay,

postpone or attempt to discourage the Offer;

(iii) each Seller will immediately cease and cause to be

terminated any existing discussions, negotiations,

proposals or offers with any Person (other than the

Offeror and Parent) with respect to any proposal that

constitutes, or may reasonably be expected to lead to,

an Acquisition Proposal; and

(iv) each Seller will not: (A) make, solicit, initiate,

encourage or otherwise facilitate (including by way of

furnishing information or entering into any form of

agreement, arrangement or understanding) inquiries from

or submissions of proposals or offers from any other

Person (including any of its officers or employees)

relating to any Acquisition Proposal; (B) participate

in any discussions or negotiations regarding, or

furnish to any Person any information with respect to

or otherwise co-operate in any way with, respond to,

assist or participate in, facilitate or encourage any

effort or attempt by any other Person to do or seek to

do any of the foregoing; or (C) enter into any

agreement, arrangement or understanding related to any

Acquisition Proposal,

provided, however, that the foregoing shall not prevent any of

the Sellers who is a director of the Company from doing any

act or thing that he properly is obliged to do in his capacity

as a director of the Company including, without limitation,

responding in his capacity as a director to any Superior

Proposal.

(b) Each of the Sellers agrees to immediately provide notice to

Parent and the Offeror of any future bona fide Acquisition

Proposal or any request for non-public information relating to

the Company or any of the Subsidiaries in connection with a

bona fide Acquisition Proposal or for access to the

properties, books or records of the Company or any Subsidiary

by any Person that informs the Seller that it is

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considering making, or has made, an Acquisition Proposal. Such

notice to Parent and the Offeror shall be made from time to

time upon any Seller being aware of such request or proposal,

first immediately orally and promptly in writing and shall

indicate the identity of the Person making such proposal,

inquiry or contact, all material terms thereof and such other

details of the proposal, inquiry or contact known to the

Seller or as Parent or Offeror may reasonably request.

(c) Each Seller agrees to use its reasonable best efforts to do,

or cause to be done, all things necessary, proper or advisable

under applicable Laws, to consummate the transactions

contemplated by this Agreement and the Offer as it relates to

the Seller, including using its reasonable best efforts to:

(i) support the Offer; (ii) obtain or assist or facilitate the

Offeror in obtaining all necessary consents, approvals and

authorizations as are required to be obtained by or in respect

of the Seller under applicable Laws relating to this Agreement

or the Offer; (iii) lift or rescind any injunction or

restraining order or other order adversely affecting such

Seller's ability to consummate the transactions contemplated

hereby or by the Offer; and (iv) fulfill all conditions and

satisfy all provisions of this Agreement and the Offer

applicable to such Seller.

(d) Each of the Sellers agrees not to, except as contemplated by

this Agreement, sell, transfer, pledge, encumber, grant a

security interest in, hypothecate or otherwise convey,

directly or indirectly, any Subject Shares or Rights held by

the Seller to any Person, or agree to any of the foregoing.

(e) Each of the Sellers agrees not to grant any proxy or other

right to vote in respect of any Subject Shares, or enter into

any voting trust or other similar agreements with respect to

the right to vote the Subject Shares.

(f) Each Seller who is a director hereby agrees to resign as a

director of the Company, immediately following the acquisition

by the Offeror of more than 50% of the outstanding Shares

pursuant to the Offer in the manner contemplated by Section

1.4 of the Support Agreement, upon confirmation that the

Company is maintaining insurance coverage for services

rendered as director or officer in accordance with Section 5.8

of the Support Agreement.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller by its acceptance hereof represents and warrants severally

(but not jointly and severally) as follows, and acknowledges that

Parent and the Offeror are relying upon such representations and

warranties in connection with entering into this Agreement and the

purchase of the Subject Shares:

(a) (i) the Seller is the beneficial owner of the Subject Shares

and Rights listed on Schedule A hereto beside the Seller's

name with good and marketable title, free and clear of any and

all mortgages, liens, charges, pledge, claims or other

security of any nature or kind whatsoever, and such Subject

Shares are not subject to any shareholders' agreements, voting

trust or similar agreements or any right or

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privilege (whether by Law, pre