Exhibit 10.3
AGREEMENT
This Agreement is made and entered into as of the 2nd day of November,
2000 by and between PaperClip Software, Inc., a Delaware corporation
("PaperClip"), and Access Solutions International, Inc., a Delaware corporation
("ASI").
WITNESSETH:
WHEREAS, PaperClip and ASI were parties to a Management Agreement dated
as of November 12, 1997 (the "Management Agreement") which was terminated
October 1998; and
WHEREAS, PaperClip and ASI are parties to a Security Agreement dated as
of the 29th day of January, 1997 which secured the payment of all amounts due on
the Original Note; and
WHEREAS, PaperClip has not made the principal and interest payments due
under a $300,000 promissory note dated January 29, 1997 (the "Original Note");
and
WHEREAS, a new promissory Note in the principal amount of $405,530 is
being issued by PaperClip to ASI in substitution of the original Promissory Note
pursuant to the terms set forth in herein (the "New Note"); and
WHEREAS, ASI and PaperClip wish to confirm that the indebtedness
evidenced by the New Note will for all purposes be deemed to constitute
"Obligations" as such term is defined in the Security Agreement;
WHEREAS, in connection with the foregoing, PaperClip and ASI wish to
release each other from any claims or obligations under the Merger Agreement
between them dated November 12, 1997 (the "Merger Agreement"), the Management
Agreement, the Original Note and any other documents, agreements or undertakings
entered into in connection therewith except as herein provided;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. The parties confirm that Management Agreement and the Merger
Agreement are null and void and of no further force and effect.
2. The New Note, a copy of which is attached hereto as Exhibit A, shall
be executed and issued as payment in full of the Original Note simultaneously
with the execution of this Agreement. The indebtedness evidenced by the New Note
shall for all purposes be deemed to constitute "Obligations" as such term is
defined in the Security Agreement and shall for all purposes be deemed to be
secured by the security interest granted thereunder. Simultaneously with the
execution of the New Note, ASI shall cancel the Original Note and return it to
PaperClip.
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3. PaperClip does hereby reaffirm that all of the representations and
warranties in the Security Agreement are true and correct as of the date hereof
and, without limiting the generality of the foregoing, does acknowledge and
agree that:
(a) there are no UCC-1 financing statements filed against it except
in favor of ASI (the UCC Financing Statement in favor of NCC Export Systems 1995
Ltd. having been discharged).
(b) PaperClip is currently doing business only in Delaware and New
Jersey and is not require to be qualified in any other jurisdiction.
4. Concurrently herewith PaperClip is delivering to ASI certificates
regarding casualty insurance and liability insurance confirming that ASI is
named as loss payee and additional named insured, as applicable.
5. PaperClip does hereby for itself, its successors, assigns and
affiliates release and discharge ASI, and its successors, assigns and affiliates
of any and all claims, actions, causes of action, liabilities, obligations or
demands of any kind and nature whatsoever, whether at law or in equity, whether
known or unknown, which PaperClip now has or hereafter may have against ASI with
respect to events, matters or transactions arising out of or in connection with
or related to, directly or indirectly, the Merger Agreement, the Management
Agreement and any other documents, agreements or understandings executed in
connection therewith or demands of any kind and nature whatsoever which
PaperClip now has or hereafter may have against ASI; provided however nothing
herein shall be deemed to release ASI from its obligations, indebtedness or
liabilities under this Agreement, the Security Agreement, the Series A Preferred
Stock Purchase Agreement and the Registration Rights Agreement or to limit or
otherwise affect PaperClip's rights thereunder or in connection therewith.
6. ASI does hereby for itself, its successors, assigns and affiliates
release and discharge PaperClip, and its successors, assigns and affiliates of
any and all claims, actions, causes of action, liabilities, obligations or
demands of any kind and nature whatsoever, whether at law or in equity, whether
known or unknown, which ASI now has or hereafter may have against PaperClip with
respect to events, matters or transactions arising out of or in connection with
related to, directly or indirectly, the Merger Agreement, the Management
Agreement, the Original Note and any other documents, agreements or
understandings executed in connection therewith or demands of any kind and
nature whatsoever which ASI now has or hereafter may have against PaperClip;
provided however nothing herein shall be deemed to release PaperClip from its
obligations, indebtedness or liabilities under this Agreement, the New Note, the
Security Agreement, the Series A Preferred Stock Purchase Agreement and the
Registration Rights Agreement or to limit or otherwise affect ASI's rights
thereunder or in connection therewith.
7. The failure of any party hereto at any time or times hereafter to
require strict performance by another party of any of the provisions, terms or
conditions contained in this Agreement or in any other documents, instrument or
agreement contemplated hereby or delivered herewith shall not waive, affect, or
diminish any rights of any party hereto at any time or times hereafter to demand
strict performance thereof; and, no rights of any party hereto shall be deemed
to have been waived by any act or knowledge of such party, its agents, officers
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or employees, unless such waiver is contained in an instrument in writing,
signed by such party. No waiver by any party hereto of any of its rights on any
one occasion shall operate as a waiver of any other of its rights or any of its
rights on a future occasion.
8. Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law.
Should any portion of this Agreement be declared invalid for any reason in any
jurisdiction, such declaration shall have no effect upon the remaining portions
of this Agreement which shall continue in full force and effect as if this
Agreement had been executed with the invalid portions thereof deleted.
9. This Agreement shall be binding upon and shall inure to the
exclusive benefit of the parties hereto and their respective legal
representatives, successors and assigns. This Agreement is not intended to, nor
shall it, create any rights in any other party.
10. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered will be an original,
but all of which together will constitute one and the same agreement. In
pleading or proving this Agreement, it will not be necessary to produce or
account for more than one such counterpart.
11. This Agreement will bind and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
12. This Agreement will be governed by and interpreted and construed in
accordance with the internal laws of the State of Delaware, as applied to
agreements under seal made, and entirely to be performed, within Delaware. The
parties agree that any and all actions on, concerning or related to this
Agreement and the subject matter hereof shall be brought only in the courts of
the State of Rhode Island or the federal courts for the District of Rhode Island
and that said courts shall have exclusive jurisdiction with respect to such
actions.
IN WITNESS WHEREOF, the undersigned have hereunto caused this Agreement
to be executed by their respective duly authorized officer as of the day and
year first written above.
PAPERCLIP SOFTWARE, INC.
By:________________________________________
ACCESS SOLUTIONS INTERNATIONAL, INC.
By:________________________________________
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