<PAGE>

 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
   ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
    TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS
   THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS
   EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
                            ACT OR SUCH STATE LAWS.


                          CONVERTIBLE PROMISSORY NOTE
                          ---------------------------

$300,000                                                       January 29, 1997

I.  PROMISE TO PAY

         1. FOR VALUE RECEIVED, the undersigned PAPERCLIP SOFTWARE, INC., a
Delaware corporation (the "Maker"), hereby promises to pay to ACCESS SOLUTIONS
INTERNATIONAL, INC., a Delaware corporation at 650 Ten Rod Road, North
Kingstown, Rhode Island 02852 ("Access"), or its permitted assigns
(collectively with Access, the "Payee"), the principal sum of Three Hundred
Thousand Dollars ($300,000) together with interest thereon at the rate of
twelve percent (12%) per annum based upon the actual number of days elapsed
over a 360 day year.

         2. This Note is the "Note" issued in accordance with that certain
Letter of Intent dated January 2, 1997 (the "Letter of Intent") between Maker
and Payee. Capitalized terms used herein and not defined are used with the same
meaning as set forth in the Letter of Intent.

         3. Accrued and unpaid interest on this Note shall be payable quarterly
in arrears commencing April 1, 1997 and continuing quarterly thereafter on July
1, 1997, October 1, 1997, January 2, 1998 and until the Maturity Date (as
hereinafter defined).

         4. Subject to the earlier conversion hereof pursuant to the conversion
rights set forth below, this Note shall be due and payable in full on January
27, 1998 (the "Maturity Date") or earlier, at the election of the Payee, upon
the happening of any of the following events:

         (a) the Maker shall (i) discontinue its business (as evidenced by a
resolution of Maker's Board of Directors or stockholders), (ii) apply for or
consent to the appointment of a receiver, trustee, custodian or liquidator of
it or any of its property, (iii) admit in writing its inability to pay its
debts as they mature, (iv) make a general assignment for the benefit of
creditors, (v) be adjudicated a bankrupt or insolvent or be the subject of an
order for relief under Title 11 of the United States Code or (vi) file a
voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or an answer admitting the material allegations of
a petition filed against it in any such proceeding under any such law;

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<PAGE>

         (b) there shall be filed against the Maker an involuntary petition
under any bankruptcy, reorganization or insolvency law of any jurisdiction,
whether now or hereafter in effect if, within one hundred and eighty days (180)
following the service on the Maker of any such petition, the same shall not
have been discharged, released or vacated;

         (c) The Maker shall sell or transfer substantially all of its assets
or business units to someone other than Access;

         (d) The Maker shall fail to pay any interest payment obligation
contained in this Note within five (5) days of when due;

         (e) The Maker shall be in default of any other material obligation
contained in this Note or in the Security Agreement or Registration Rights
Agreement of even date, which default, has not been cured within ten (10) days
after the receipt by Maker of notice thereof from Payee, or, if such default is
not capable of being cured within ten days, Maker has not begun efforts
satisfactory to Payee to cure such default within such ten-day period.

         5. Maker may prepay this Note at any time after having given at least
thirty (30) days prior written notice to Payee.

         6. Payment of principal and interest hereunder are payable in lawful
money of the United States of America at the office of the Payee at the address
set forth above or at such other address as Payee shall designate from time to
time.

         7. All agreements between the Maker and the Payee are hereby expressly
limited so that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the indebtedness or otherwise, shall the amount
paid or agreed to be paid to the Payee for the use, forbearance or detention of
the indebtedness evidenced hereby exceed the maximum amount which the Payee is
permitted to receive under applicable law. If, for any circumstances
whatsoever, fulfillment of any provision hereof, or of the Letter of Intent, at
the time performance of such provision shall be due, shall involve exceeding
such amount, then the obligation to be fulfilled shall automatically be reduced
to the limit of such validity, and if from any circumstance the Payee should
ever receive as interest an amount which would exceed such maximum amount, such
amount which would be excessive interest shall be applied to the reduction of
the principal balance evidenced hereby and not to the payment of interest. As
used herein, the term "applicable law" shall mean the law in effect as of the
date hereof, provided, however, that in the event there is a change in the law
which results in a higher permissible rate of interest, then this Note shall be
governed by such new law as of its effective date. This provision shall control
every other provision of all agreements between the Maker and the Payee.

         8. This Note and all transactions hereunder and/or evidenced herein
shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York (without giving effect to any conflicts or choice of
laws provisions which would cause the application of the domestic substantive
laws of any other jurisdiction). MAKER AND PAYEE

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<PAGE>

EACH HEREBY WAIVES TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING INVOLVING THIS
NOTE.

9. If this Note shall not be paid when due and shall be placed by the holder
hereof in the hands of any attorney for collection, through legal proceedings
or otherwise, the Maker will pay reasonable attorneys' fees to the holder
hereof together with reasonable costs and expenses of collection, including,
without limitation, any such attorneys' fees, costs and expenses relating to
any proceedings with respect to the bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation of the Maker or any party to
any agreement or instrument securing this Note.

         10. The Maker hereby waives presentment, demand, notice of dishonor,
protest and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note.

         11. This Note is secured by and entitled to the benefits of a Security
Agreement of even date herewith.

         12. Payee shall have the right to assign or negotiate all or any part
of this Note and all associated rights to interest, conversion, security and
registration to Joseph Stevens & Company, L.P. without the prior consent of
Maker only upon the consummation of the purchase of Maker's assets by Access
contemplated by the Letter of Intent and a merger between Maker and another
entity arranged by Joseph Stevens & Company, L.P.

         13. To evidence the fact that it has executed this Note, Maker may
send a copy of the executed Note to Payee by facsimile transmission. Maker
shall be deemed to have executed this Note on the date it sent such facsimile
transmission. In such event, Maker shall deliver to Payee the executed Note for
receipt on the next business day.

II. CONVERSION RIGHTS

         1. At the option of the Payee, all or part of the principal of this
Note, together with the interest accrued on such converted principal, may at
any time while this Note is outstanding, be converted into fully paid and
non-assessable shares of the common stock, $.01 par value, of the Maker (the
"Converted Shares"), at the Conversion Rate, determined as hereinafter
provided, in effect at the time of conversion for such principal and interest
(hereinafter, all "Conversion").

         2. (a) The rate at which the principal amount of this Note and accrued
interest thereon shall be converted into Converted Shares shall initially be
one share of common stock for each twenty-five cents ($.25) of the principal
and interest amount hereof (the "Conversion Rate").

            (b) In the event that, while this Note is outstanding, from time to
time, the Maker shall issue any shares of its common stock or any Convertible
Securities (as defined below) at a price of less than twenty-five cents ($.25)
per share (the "New Issue Share Price"),

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<PAGE>

then the Conversion Rate shall be adjusted to be equal to the lowest New Issue
Share Price in any such transaction after the date hereof.

         3. (a) In order to exercise the Conversion privilege, the Payee of
this Note shall deliver such Note to the Maker at the principal office of the
Maker, accompanied by written notice to the Maker, duly signed by such Payee,
of its election to convert the same. Such notice shall also state the address
or addresses to which the certificate or certificates evidencing the Converted
Shares, and any other securities, and evidences of ownership of any other
property, issuable upon such conversion shall be transmitted after the issue
thereof upon such conversion. As promptly as practicable after the receipt of
such notice and surrender of this Note as aforesaid, the Maker shall issue in
the name of such Payee, and shall, after any such issue, transmit to such Payee
at such address or addresses, a certificate or certificates evidencing the
Converted Shares, and any other securities and evidences of ownership of any
other property, issuable upon the conversion of this Note (or such specified
portion hereof). If the Conversion is for less than the then outstanding
principal and interest of the Note, Maker agrees to execute and deliver to
Payee a promissory note for the balance due on the Note, which replacement note
shall be on the same terms and conditions as set forth herein.

            (b) Such Conversion shall be deemed to have been effected at the
close of business on the date on which such notice and this Note shall have
been delivered to the Maker as aforesaid, and at such time the Payee shall
become and be deemed to be the owner of record of such Converted Shares, and of
any such other securities and other property, issuable upon such conversion,
whether or not the stock transfer books of the Maker shall then be open, and
whether or not the Maker shall fail, neglect or refuse to accept such delivery
and/or to issue and/or deliver the certificate or certificates for such
Converted Shares or securities, or other evidences or ownership of such other
property.

         4. The Maker covenants that it will at all times preserve its rights
to issue and keep available, free from preemptive rights, sufficient capital
stock to permit the conversion of this Note then outstanding in full at any
time. The Board of Directors of the Maker shall take appropriate action to
reserve from the Maker's authorized but unissued capital stock sufficient
shares of common stock to permit the conversion of the full amount of the
principal of and accrued interest on this Note, which reservation shall be
noted in the books and records and, if appropriate, the financial statements of
the Maker.

         5. The Maker covenants that all Converted Shares which may be issued
upon the conversion of this Note will, upon issuance, be validly issued, fully
paid and non-assessable, and free from all taxes, excluding income taxes, gross
receipts taxes or any similar tax based upon the earnings, receipts, income or
gain to the Payee.

         6. The term "Convertible Securities" shall mean any class of
securities of the Maker which by its terms shall be convertible into or
exchangeable for any common stock of the Maker.

         7. This Note is further entitled to the benefits of a Registration
Rights Agreement of even date herewith.

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<PAGE>

III. COVENANTS

         1. So long as this Note is outstanding the Maker covenants and agrees
as follows:

         (a) The Maker shall maintain in full force and effect its existence as
a Delaware corporation, its rights and franchises and all licenses, permits,
and other rights to use trademarks, trade names, copyrights, trade secrets,
patents or processes owned or possessed by it and deemed by it to be necessary
to the conduct of its business and shall comply with all applicable laws and
regulations, whether now in effect or hereinafter enacted or promulgated by any
governmental authority having jurisdiction.

         (b) The Maker shall duly pay and discharge or cause to be duly paid
and discharged, before the same becomes delinquent, all taxes (including all
employment and payroll taxes), assessments and other governmental charges
imposed upon it or any of its properties or in respect of its franchise or
income; provided, however, that (unless and until foreclosure, distraint, sale
or any similar proceeding shall have been commenced) no such tax or charge need
be paid if being contested in good faith by proper proceedings diligently
conducted and if such reservation or other appropriate provisions, if any, as
shall be required by generally accepted accounting principles, shall have been
made therefor.

         (c) The Maker will promptly notify the Payee in writing of any
litigation against it that has been instituted or is pending, or to the Maker's
knowledge threatened, the outcome of which might have a material adverse affect
on the Maker's financial conditions, business or operations.

         (d) Upon request of the Payee, the Maker will provide the Payee with
copies of all filings made by the Maker with federal (including the Securities
and Exchange Commission), state or local governmental bodies or agencies.

         2. The Maker covenants that, so long as this Note is outstanding, the
Maker shall not do any of the following:

         (a) Create, incur, assume or permit to exist, any mortgage, pledge,
lien or other encumbrance on any of its properties or assets whether now owned
or hereafter acquired; provided, however, that the foregoing restrictions shall
not apply to:

                 (i) a security interest in favor of NCC Export Systems 1995
             LTD ("NCC"), created pursuant to that certain Reschedule Agreement
             and that certain Security Agreement, each dated as of the 21st day
             of October, 1996, by and among Maker and NCC (the obligations
             being secured by such lien shall be repaid from the proceeds of
             the loan evidenced by this Note);

                 (ii) liens for taxes, assessments and other governmental
             charges and levies not yet delinquent or thereafter payable
             without penalty or interest or (if foreclosure,

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<PAGE>

             distraint, sale or other similar proceeding shall not have been
             commenced) being contested in good faith by appropriate
             proceedings diligently conducted, if such reservation or other
             appropriate provision, if any, as shall be required by generally
             accepted accounting principles shall have been made therefor;

                 (iii) purchase money security interests;

                 (iv) liens of carriers, warehousemen, materialmen and
             mechanics incurred in the ordinary course of business for sums not
             yet due or being contested in good faith and by appropriate
             proceedings diligently conducted, if such reservation or other
             appropriate provision, if any, as shall be required by generally
             accepted accounting principles shall have been made therefor;

                 (v) liens, encumbrances, pledges, or deposits of personal
             property incurred in the ordinary course of business in connection
             with workmen's compensation, unemployment insurance and other
             social security programs or to secure performance of statutory
             obligations, surety and appeal bonds, performance or return of
             money bonds and other obligations of a like nature (exclusive of
             obligations for the payment of money borrowed); or

                 (vi) liens arising from judgments, so long as the execution
             thereof shall be stayed or other appropriate relief therefrom
             shall be obtained pending appeal.

         (b) Create, incur, assume or otherwise become or remain liable,
directly or indirectly, for any manner of indebtedness or liability for
borrowed funds (other than funds previously borrowed pursuant to that certain
convertible note dated on or about December 16, 1996), whether by loan,
guaranty, mortgage, or otherwise, provided that: (i) existing factoring or
credit arrangements shall be permitted to remain in effect and the Maker may
obtain credit pursuant thereto, and (ii) accounts payable and accrued expenses
shall not be deemed to be obligations for borrowed funds.

         (c) Merge with or into any person other than Access;

         (d) Directly or indirectly sell, lease or otherwise dispose of any
material part of its properties, assets, rights, permits, licenses and
franchises to any person other than Access, except in the ordinary course of
business.

         (e) Sell or otherwise dispose of any capital stock of any subsidiary
or permit any subsidiary to sell or otherwise dispose of any of its equity
interests or capital stock.

         (f) Make any advance or loan to any person, firm or corporation,
except intercompany advances and reasonable travel or business expenses
advanced to the Maker's employees in the ordinary course of business, or invest
in, acquire or hold any securities of any other person or firm, except shares
of its subsidiaries and bank certificates of deposit, which are fully insured
by an agency of the United States, or direct obligations of the United States.

                                     - 6 -
<PAGE>

         (g) Issue any additional capital stock (other than as may be required
upon the exercise of any currently outstanding options and warrants) or any
options or warrants to purchase such capital stock or securities convertible
into such capital stock.

         IN WITNESS WHEREOF, the Maker has caused this Note to be executed by
its duly authorized officer as of the date first above written.


                                            PAPERCLIP SOFTWARE, INC.

                                            By: /s/ William Weiss
                                               -----------------------------
                                               Title: CEO
                                                     -----------------------

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