EXHIBIT 2.3
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
THIS AMENDMENT is made as of the _____ day of November, 1997, 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 (the "Management Agreement), pursuant to
which Manager is managing the day-to-day operations of Owner pending the
acquisition of substantially all of the assets of Owner by Manager; and
WHEREAS, Owner and Manager had previously entered into an Asset Purchase
Agreement dated as of April 15, 1997 ("Asset Purchase Agreement"), pursuant to
which Manager would acquire substantially all of the assets of Owner; and
WHEREAS, Owner and Manager are entering into an Agreement and Plan of
Merger of even date ("Merger Agreement"), which will supersede and replace the
Asset Purchase Agreement; and
WHEREAS, the parties hereto now desire to change references to the Asset
Purchase Agreement in the Management Agreement to refer to the Merger Agreement,
and to change all references to the purchase and sale of the Business or of the
assets of Owner, and all similar and related concepts in the Management
Agreement, to refer to a merger of a wholly-owned subsidiary of Manager with and
into Owner, with Owner remaining as the surviving corporation.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. All references to the "Purchase Agreement" in the Management Agreement
shall be deemed to refer to the Merger Agreement.
2. Section 4.3 of the Management Agreement is hereby amended by inserting
the following clause at the end thereof:
"; provided, however, that if the Merger Agreement is terminated due to the
failure of the condition contained in Section 8.11 of the Merger Agreement, then
the Management Fee, the Out-of-Pocket Expenses and the Advances and any interest
thereon will not be due and payable until the earlier of: (i) May 31, 1998, (ii)
a sale of substantially all of the Owner's assets or greater than 50% of its
common stock or (iii) a merger of Owner. Owner hereby grants to Manager a
security interest in all of Owner's assets to secure all amounts due to Manager
under this Management Agreement."
3. The reference to Article XII of the Purchase Agreement contained in
Section 7.1 of the Management Agreement is hereby amended to refer to Article X
of the Merger Agreement.
4. 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.
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: ________________________________
Xxxxxx X. Xxxxx, President and
CEO
OWNER:
PAPERCLIP SOFTWARE, INC.
By: _________________________________
Xxxxxxx Xxxxx, Chief Executive
Officer
