PART II - OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K


(a)      Exhibit
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                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

       PURCHASE  AND  SALE  AGREEMENT  ("Agreement")  made  as of the 9th day of
September,  2002,  between  Access  Solutions  International,  Inc.,  a Delaware
corporation  with its  principal  place of business  at 650 Ten Rod Road,  North
Kingstown, RI 02852, ("Seller"),  and COMPUTER UPGRADE CORPORATION, a California
corporation with its principal place of business at 1901 Sampson Avenue, Corona,
California 92879 ("Buyer").
                              W I T N E S S E T H:
                               - - - - - - - - - -
       WHEREAS, Seller desires to sell, assign, transfer,  convey and deliver to
Buyer certain assets used in Seller's computer hardware and software maintenance
business (the "Business"); and

       WHEREAS,  Buyer desires to purchase such assets used in the Business; and

       WHEREAS, Seller and Buyer desire to set forth in this Agreement the terms
       of their agreements and understandings.

       NOW, THEREFORE, in consideration of the mutual promises set forth in this
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is acknowledged, the parties agree as follows:

       1.       Purchase and Sale.
                (a)  Subject to and upon the terms and  conditions  set forth in
this Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to
Buyer, and Buyer hereby acquires and purchases from Seller, the assets listed on
Exhibit A ("Assets"),  for the purchase  price set forth in Section 2. (b) Buyer
does not assume nor shall Buyer be obligated to pay, perform or
discharge any debts, liabilities,  obligations, contracts, loans or undertakings
of Seller,  whether  fixed,  unliquidated,  absolute,  contingent  or otherwise,
except as set forth on Exhibit A.


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                (c) For purposes of this  Agreement,  the parties agree that the
effective  date of the purchase and sale  described  herein is July 1, 2002 (the
"Effective Date").

       2.       Purchase Price.
                --------------

                (a) Seller agrees to pay to Buyer $262,656.00 ("Closing Purchase
Price") which represents one-half of the accrued but unearned  maintenance gross
margin on the  contracts  listed in Exhibit A as of the  Effective  Date.  Buyer
commits  to  reimburse   Seller  for  any  expenses  (cost  of  goods  sold  and
administrative)  paid for by the Seller applicable to the month of September and
to pay any adjustment  required if the Pershing& Co. and/or Fleet Bank contracts
terminate  prior to their  scheduled  expiration  date due to the  impact of the
sale. buyer acknowledges  receipt of Seller's check in the amount of $262,656.00
in payment of the Closing Purchase Price.

                (b) For every contract with a customer  listed on Exhibit A that
is renewed or extended during the time period  beginning with the Effective Date
and ending on its second anniversary,  Buyer also agrees to pay to Seller within
fifteen days following such extension or renewal one-half of the gross margin on
the  contract,  calculated  in the same manner as in the gross  margin  analysis
dated July 31, 2002,  so long as the  maturity of the renewal or extension  does
not extend beyond the second  anniversary of the Effective  Date. If the renewal
or extension extends beyond the second  anniversary of the Effective Date, Buyer
also agrees to pay to Seller within  fifteen days  following  such  extension or
renewal one-half of the gross margin on the contract,  but only for the prorated
amount from the date of the  contract  renewal or  extension  through the second
anniversary of the Effective Date.

                (c) During the time period  beginning on the Effective  Date and
ending on its second anniversary,  Buyer agrees to provide Seller with a written
report,  on or before the 15th day of each calendar month summarizing the status
of each contract with a customer listed on Exhibit A and certified by an officer
of buyer as being true, accurate and complete.

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         3. Consultants.  Buyer has entered into mutually-acceptable  consulting
contracts, or assume the existing consulting contracts,  with Stanley Weyman and
Barry Hershenfeld,  for a two-year term, subject to earlier termination only for
cause.  Base salary for each  contract is $33,500 and $27,900  ($26,075  plus 7%
sales tax),  respectively.  Annual bonuses, if any, are to be negotiated between
Buyer and each consultant.

         4.    Employment    Arrangements.    Buyer   has    entered    into   a
mutually-acceptable  employment  agreement with Timothy F. Kinney, for a minimum
one-year term,  subject to earlier  termination only for cause.  Base salary for
the initial year is $70,000 and is subject to  satisfactory  performance.  Buyer
also  agrees  to pay  Mr.  Kinney  a fee of 1% on new  and  renewed  maintenance
contracts for these  clients and 5% on any new ASI business  which he brings in.
Buyer also agrees to pay 80% of his medical insurance.

         5. Default Under the Maintenance Agreements.  If Buyer  defaults at any
time  under any of the  maintenance  contracts  listed in  Exhibit A during  the
period  starting on the Effective  Date and ending on the second  anniversary of
the  Effective  Date,  all of the Assets  (including,  without  limitation,  the
maintenance  contracts listed on Exhibit A) will be automatically  assigned back
to Seller.

         6. Access  Link.  During  the  past  several  years,  Seller  has  been
developing  a  computer  software  program  known as  "Access  Link."  As of the
Effective Date,  Buyer shall hold all of Seller's  right,  title and interest to
Access  Link,  including  to the  source  code  thereof,  and  all  of  Seller's
intellectual  property  rights  therein  such as any  applicable  copyrights  or
trademarks.  If Access  Link  becomes  operational  within six months  after the
Effective Date and is sold or licensed to Prudential,  Seller will be due ninety
percent  (90%) of the  sale  price  or  license  amounts.  The  proceeds  of any
additional sales will belong to Buyer.  All derived  maintenance fees associated
with  Access  Link  will  be  shared  in the  same  manner  as  all  maintenance
agreements.


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       7.       Representations and Warranties of Seller.  Seller represents and
                warrants to Buyer that:

            (a)         This   Agreement   constitutes   a  valid  and   binding
obligation of Seller, enforceable against Seller in accordance with its terms.

            (b)         The  execution  and delivery of this  Agreement  and the
consummation  of  the  transactions   contemplated  in  this  Agreement  do  not
constitute, or with the passage of time will not constitute, a default under any
agreement  to which Seller is a party or by which it is bound or to which any of
the Assets are subject.

            (c)         There  are:  (i)  no  pending  or  threatened  suits  or
proceedings,  at law or in equity,  or before or by any  governmental  agency or
arbitrator;  and (ii) no unsatisfied or outstanding judgments,  orders, decrees,
or stipulations  affecting  Seller or to which he is or may become a party which
would  constitute  or  result  in a breach of any  representation,  warranty  or
agreement  set forth in this  Agreement or interfere  with  Seller's  ability to
perform under this Agreement.

             (d) Seller has paid all federal,  state and local taxes required to
be paid by Seller to the extent due, and all deficiencies,  interest, penalties,
or other  additions  to such  taxes.  Seller has filed all  returns  and reports
concerning  taxes that he has been  required to file,  which returns and reports
accurately reflected the amounts of Seller's liability thereunder.

             (e) Seller owns its entire  right title and  interest in the Assets
and Access  Link,  and,  except  for the  maintenance  contracts  with Fleet and
Pershing,  which require consent to be assigned, has full power and authority to
convey  them to Buyer on the terms set forth in this  Agreement.  To the best of
Seller's  knowledge,  the  Assets  and  Access  Link are  free and  clear of any
encumbrances, whether voluntary or involuntary.

             (f)  Except  as  expressly  set  forth  in this  Agreement,  Seller
acknowledges  that the  Assets  will be sold to the Buyer "as is" and "where is"
without any warranties of quality or fitness.

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       8.       Deliveries by Seller.  Simultaneously with the execution of this
Agreement,  Seller  hereby  delivers  to  Buyer,  receipt  of  which  hereby  is
acknowledged by Buyer, the following documents and items:

             (a)         A bill of Sale transferring the Assets to Buyer;

             (b)         A check in the amount of $262,656.00.

       9.       Deliveries by Buyer.  Simultaneously  with the execution of this
Agreement,  Buyer  hereby  delivers  to  Seller,  receipt  of  which  hereby  is
acknowledged by Seller, the following documents and items:

             (a) An Assumption  Agreement evidencing buyer's agreement to assume
the obligations under the customer contracts listed on Exhibit A.

       10.      Cooperation.  Buyer  and  Seller  agree  to  cooperate  so as to
execute any and all documents  reasonably requested by Buyer to further evidence
the transfer of the Assets from Seller to Buyer.

       11.      Survival of Representations and Warranties.  The representations
and warranties  made by Seller and Buyer under this Agreement  shall not survive
the  execution  of this  Agreement  and  the  consummation  of the  transactions
contemplated hereunder.

       12.      General Provisions.

                 (a) No Waiver.  Waiver of any provision of this  Agreement,  in
whole or in part, in any one instance shall not constitute a waiver of any other
provision in the same instance,  nor any waiver of the same provision in another
instance,  but each  provision  shall  continue  in full force and  effect  with
respect to any other then-existing or subsequent breach.

                 (b)  Notice.  Any  notice  required  or  permitted  under  this
Agreement  shall be given in writing by postage  prepaid,  United  States  first
class, registered or certified mail, return receipt requested, to the parties at
their respective addresses specified above, or at such other address for a party
as that party may specify by notice. Notice shall be effective upon receipt.
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                 (d) Miscellaneous.  This Agreement:  (i) may be executed in any
number of  counterparts,  each of which,  when  executed by both parties to this
agreement  shall be  deemed  to be an  original,  and all of which  counterparts
together shall constitute one and the same instrument; (ii) shall be governed by
and  construed  under  the  laws of the  State  of Rhode  Island  applicable  to
contracts made, accepted,  and performed wholly within the State of Rhode Island
without  application of principles of conflicts of laws;  (iii)  constitutes the
entire agreement of the parties with respect to its subject matter,  superseding
all   prior   oral  and   written   communications,   proposals,   negotiations,
representations,  understandings, courses of dealing, agreements, contracts, and
the like between the parties in such respect; (iv) may be amended,  modified, or
terminated,  and any right  under  this  Agreement  may be waived in whole or in
part, only by a writing signed by both parties of this  Agreement;  (v) contains
headings only for convenience, which headings do not form part, and shall not be
used in  construction,  of this Agreement;  and (vi) shall bind and inure to the
benefit of the parties and their  respective legal  representatives,  successors
and assigns, except that no party may delegate any of its obligations under this
agreement or assign this  agreement,  without the prior  written  consent of the
other party.

       Executed under seal as of the date first above written.

                              ACCESS SOLUTIONS INTERNATIONAL, INC.

                               By:  /s/ Thomas E. Gardner
                                    ---------------------
                                        Thomas E. Gardner
                                        Chairman

                               Computer upgrade corporation

                               By:  /s/ Scot Lamb
                                        Scot Lamb
                                    --------------------
                                        President & CEO




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(b)  Reports on Form 8-K
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         Current  Report on form 8-K was filed on September 18, 2002  (reporting
         the sale of maintenance  contracts and approval of the plan of complete
         liquidation and dissolution of the "Company").

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