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               [ACCESS SOLUTIONS INTERNATIONAL, INC. LETTERHEAD]



                                                               January 2, 1997

PaperClip Software, Inc.
Three University Plaza
Hackensack, NJ   07601

Attention: William Weiss, Chief Executive Officer

     Re: Letter of Intent
         ----------------

Ladies and Gentlemen:

     As you know, Access Solutions International, Inc. ("ASI") and
representatives of PaperClip Software, Inc. (the "Seller") have been discussing
a possible transaction in which ASI or a subsidiary would purchase from the
Seller substantially all of the Seller's assets used by the Seller in its
business, including, without limitation, the intellectual property rights used
by the Seller in its business (the "Seller's Assets"). This Letter of Intent is
intended to set forth the principal terms of the transaction which has been
discussed by ASI and the Seller. Except as otherwise set forth in Paragraph 9
below, this Letter of Intent is not intended to be a binding agreement between
the parties. A binding agreement will be in effect only at the time a
definitive purchase agreement is executed by the parties.

     The principal terms of the transaction which have been discussed are as
follows:

     1    ASI will purchase the Seller's Assets in a transaction structured as
          an asset purchase. At the closing, the Seller's Assets will be
          delivered to ASI free and clear of all liens, charges and
          encumbrances of any nature whatsoever.

     2    ASI will assume certain liabilities of Seller as stated in the
          binding agreement, and no other liabilities.

     3    The Purchase Price for Seller's Assets will be approximately $5.79
          million, calculated by multiplying the Seller's 7,722,188 issued and
          outstanding shares of common stock by seventy-five cents ($0.75) per
          share, subject to adjustment as provided in Paragraph 4 below. The
          Purchase Price will be paid at the closing by delivery of
          approximately 1,544,000 shares of ASI's common stock (determined by
          dividing the Purchase Price by $3.75 per share), plus an equivalent
          number of ASI Class B Warrants. Each Class B Warrant will entitle the
          holder to purchase one share of ASI common stock at an exercise price
          of $6.00 per share. Neither the shares of ASI common stock nor the
          Class B Warrants

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January 2, 1997
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          will be registered and neither will carry registration rights. In the
          binding agreement, ASI will agree to use its best efforts file a
          registration statement to register the Common Stock and Class B
          Warrants within 90 days of the closing on terms and conditions set
          forth therein.

     4    The Purchase Price may be increased by a maximum of $322,500 in the
          event that Seller is unable to cancel, repay or repurchase its issued
          and outstanding convertible promissory notes prior to the closing.
          The binding agreement will contain mutually satisfactory arrangements
          for assumption, cancellation or conversion of Seller's existing
          warrants and bridge warrants.

     5    The binding agreement will provide that, from and after the closing,
          ASI will nominate one person designated by Seller to ASI's Board of
          Directors. Seller will also be able to designate one additional
          person who will be permitted to attend all meetings of ASI's Board of
          Directors as an "advisor" or "observer."

     6    In order to fund Seller's operations until the closing, ASI agrees to
          loan to Seller up to $300,000, $235,000 of which will be loaned
          within 3 business days on terms and conditions as are customarily
          available for commercial loans. Such loan will be secured by a first
          priority security interest in all of Seller's Assets, and will be
          evidenced by a convertible debenture or promissory note of Seller.
          Such loan will also be guaranteed by the personal guarantees of
          William Weiss and Steven Kornfeld for up to fourteen days, until ASI
          can satisfy itself that there are no other liens or security
          interests as of the date of this letter in Seller's Assets other than
          to an Israeli vendor to Seller, which lien ASI may cause to be
          discharged at any time in ASI's discretion by payment of the
          outstanding amount owed to such vendor out of the loan proceeds. 
          Such convertible debenture or promissory note will be due one year
          from the date of issue, will bear interest at 12% per annum, payable
          quarterly, and will permit conversion of all or part of the
          outstanding principal at any time at ASI's option at a conversion
          price of twenty-five cents ($0.25) per share of Seller's common
          stock. If outstanding lien(s) are discovered, Sellers can cure by
          evidence of waiver or satisfaction.

     7    After execution of this Letter of Intent, ASI's counsel will prepare
          and the parties will use their best efforts to negotiate the terms
          and conditions of a mutually acceptable purchase agreement by January
          31, 1997, in which ASI will agree to purchase Seller's Assets.

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January 2, 1997
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     8    The obligation of the parties to negotiate the binding agreement and
          consummate the purchase of Seller's Assets is subject to conditions
          which will be stated in the binding agreement, which will include,
          but will not be limited to, the following conditions:

          a)   Negotiation and execution of a mutually satisfactory binding
               agreement, including appropriate representations, warranties,
               covenants and indemnities by all parties.

          b)   That no events shall have occurred that individually or in the
               aggregate have a material adverse effect on the business or
               financial condition or prospects of Seller or ASI.

          c)   Receipt of all necessary governmental and regulatory approvals
               and all consents from third parties necessary to consummate the
               transaction.

          d)   In conducting its review and examination of the management,
               business, technology, intellectual property, markets,
               environmental compliance, assets, liabilities and financial
               condition of Seller or ASI, neither party shall become aware of
               any liability, condition, fact or event which, in such party's
               discretion, would make the proposed acquisition inadvisable or
               not in the best interests of such party.

          e)   The binding agreement and the final terms of the proposed
               acquisition shall have been approved by the Board of Directors
               of ASI and the Board of Directors and stockholders of Seller.

          f)   Seller will deliver a so-called "lockup letter", in form and
               substance satisfactory to ASI and the underwriter of its initial
               public offering, which letter will, among other things, require
               Seller to refrain from selling any shares of ASI common stock
               until such time as will be stated in the letter.

     9    For valuable consideration, the receipt and sufficiency of which is
          hereby acknowledged, the Seller hereby agrees that until January 31,
          1997, the Seller will not enter into any agreement or negotiation
          with any person with respect to the sale or other disposition of any
          direct or indirect interest in the Seller's Assets or the Seller. In
          addition, the Seller hereby agrees that until January 31, 1997, it
          will take no action, directly or

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January 2, 1997
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          indirectly, to solicit indications of interest in, or offers for the
          sale of any interest in the Seller's Assets or the Seller. ASI and
          the Seller hereby agree that the provisions of this paragraph 9 are
          intended to be binding on the parties hereto.

     10   Miscellaneous.

          (a)  Access. After the execution of this letter of intent by Seller
               and pending the preparation of the binding agreement and
               thereafter until the closing, each party will permit the other
               party, its lenders and their respective legal, accounting and
               financial representatives, full access during ordinary business
               hours to its premises and to such of its management personnel as
               may be designated by the other party, and to all its applicable
               accounting, financial and other records, and shall furnish the
               other party all information with respect to its business and
               affairs as the other party or such representatives may request
               from time to time.

          (b)  Disclosure. The specific terms of this Letter of Intent shall
               not be disclosed by any party to any person, except as may be
               required by law or as may be necessary to receive requisite
               regulatory or corporate approvals, in which case the parties
               hereto hereby agree to disclose only those terms which are
               necessary under the circumstances upon advice of counsel.

          (c)  Confidentiality. Without the prior consent of both of the
               parties, the parties shall not make any statement, or public
               announcement, or any release to the trade publications or to the
               press, or make any statement to any competitor, customer, or any
               other third party, with respect to this transaction, except as
               either party may reasonably determine to be necessary to comply
               with the requirements of any law, governmental order or
               regulation.

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January 2, 1997
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Please acknowledge your agreement with the terms of this Letter of Intent by
executing the enclosed copy of this Letter of Intent and returning it to my
attention at ASI. In the event this Letter of Intent is not signed by you and
returned to ASI prior to 5:00 p.m. on January 3, 1997, this Letter of Intent
will be deemed null and void and of no further force or effect.


                                            Very truly yours,

                                            ACCESS SOLUTIONS
                                              INTERNATIONAL, INC.


                                            By: /s/ Robert H. Stone
                                               ---------------------------
                                               Title:  President and CEO

AGREED AND ACCEPTED:

PAPERCLIP SOFTWARE, INC.


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