Stock Purch - Asic-paperclip

AGREEMENT (this "Agreement"), dated as of March 20, 2003, by and between PaperClip Software, Inc., a Delaware corporation ("PaperClip"), and Access Solutions International, Inc., a Delaware corporation ("ASI"). PaperClip and ASI are sometimes individually referred to herein as a "Party" and together as the "Parties."


WHEREAS, a promissory note in the principal amount of $405,530.00 was issued by PaperClip to ASI on November 1, 2000 (the "Note");


WHEREAS, PaperClip and ASI are parties to a Security Agreement, dated as of January 29, 1997 (the "Security Agreement"), which secures the payments of all amounts due under the Note;


WHEREAS, the remaining principal amount on the Note as of the date hereof is $135,176.64; and


WHEREAS, PaperClip has offered to prepay the Note for the consideration set forth herein in complete satisfaction of the Note, and ASI is willing to accept such amount, as payment in full of all obligations arising under the Note, and ASI wishes to release PaperClip from any and all claims and obligations arising under the Note and the Security Agreement.


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. Note Repayment.


1.01. Repayment. On the date hereof, PaperClip shall pay to ASI an amount, in cash, equal to $101,382.48 as payment in full of all obligations arising under the Note. Such payment shall be made in immediately available funds by wire transfer to an account specified in writing by ASI. In consideration of such payment, ASI shall deliver to PaperClip an Affidavit of Loss and Indemnification for the original Note and ASI authorizes the filing of UCC-3 financing statements amendments and any other documentation necessary in connection with the termination of any UCC-1 financing statements filed against PaperClip in favor of ASI.


1.02. Termination of Security Agreement. Upon receipt by ASI of such payment, the Security Agreement is terminated and of no further force and effect.


1.03. Termination of Financing Statements. ASI hereby covenants and agrees to assist in all reasonable respects PaperClip's endeavors to terminate any UCC-1 financing statements filed against PaperClip in favor of ASI.


2. Representations and Warranties of ASI. ASI hereby represents and warrants to PaperClip as follows:


2.01. Authority. ASI is a corporation organized under the laws of the State of Delaware. ASI has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. ASI has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.


2.02. Binding Obligation. This Agreement has been duly executed and delivered by ASI and, and assuming due authorization, execution and delivery of the Agreement by PaperClip, this Agreement constitutes the legal, valid and binding obligation of ASI enforceable against ASI in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effects of general equitable principles.


2.03. No Consent; No Conflict. The execution and delivery of this Agreement by ASI do not, and the performance of this Agreement by ASI will not, require any prior consent, approval, authorization or other action by, or prior filing with or notification to, any governmental or regulatory authority. The execution, delivery and performance of this Agreement by ASI do not (i) conflict with or violate the organizational documents of ASI, or (ii) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or agreement applicable to ASI.


2.04. Ownership. ASI owns, beneficially and of record, and has good, valid and marketable title to the Note, free and clear of any and all liens, claims and encumbrances.


3. Representations and Warranties of PaperClip. PaperClip hereby represents and warrants to ASI as follows:


3.01. Authority. PaperClip is a corporation organized under t ...