SECOND AMENDMENT TO MANAGEMENT AGREEMENT
THIS AMENDMENT is made as of the 22nd day of April, 1998, by and
between ACCESS SOLUTIONS INTERNATIONAL, INC., a Delaware corporation having an
address at 000 Xxx Xxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx 00000 (the "Manager")
and PAPERCLIP SOFTWARE, INC., a Delaware corporation having an address at Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Owner").
W I T N E S S E T H T H A T:
WHEREAS, Owner and Manager executed and delivered a certain Management
Agreement dated as of April 15, 1997, as amended by a First Amendment to
Management Agreement dated as of November 12, 1997 (the "Management Agreement),
pursuant to which Manager is managing the day-to-day operations of Owner pending
the Merger of Owner into a wholly-owned subsidiary of Manager; and
WHEREAS, the parties hereto now desire to further amend the Management
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 4.3 of the Management Agreement is hereby amended by
substituting "August 24, 1998" for "May 31, 1998."
2. Except as modified and amended hereby, the Management Agreement
shall remain in full force and effect and is in all other respects ratified and
confirmed.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year indicated above.
MANAGER:
ACCESS SOLUTIONS INTERNATIONAL, INC.
By: /S/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx,
President and CEO
OWNER:
PAPERCLIP SOFTWARE, INC.
By: /S/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx,
Chief Executive Officer
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