PLAN OF COMPLETE LIQUIDATION AND

                DISSOLUTION OF ACCESS CORPORATION



		This Plan of Complete Liquidation and Dissolution 
(hereinafter referred to as this "Plan") is for the purpose of 
effecting the complete liquidation, dissolution and distribution 
of assets of ACCESS Corporation, an Ohio corporation (hereinafter 
referred to as the "Corporation"), in accordance with Sections 
1701.86 et seq. of the Ohio Revised Code, as follows:

        1.      AUTHORIZATION FOR DISSOLUTION.  The Board of Directors 
of the Corporation has adopted a resolution that this Plan be 
submitted to the shareholders of the Corporation (the 
"Shareholders") for adoption by a majority of the Shareholders to 
be effective, upon its adoption, simultaneously with the closing 
of that certain Asset Purchase Agreement, dated as of August 19, 
1997 (the "Asset Purchase Agreement"), between the Corporation and 
Universal Document Management Systems, Inc. an Ohio corporation 
("Purchaser") (the "Effective Date").

        2.      APPROVAL AND ADOPTION OF THE PLAN.  The Board of 
Directors of the Corporation has determined that it is in the best 
interests of the Corporation and of its Shareholders that the 
liquidation of the Corporation and the distribution of its assets 
be made pursuant to a formal, written plan of liquidation and 
distribution, under which the Corporation shall be completely 
liquidated and dissolved, all of its known debts and liabilities 
shall be paid or otherwise provided for, and all of its remaining 
assets shall be distributed to the Shareholders, according to 
their respective interests, in complete redemption and 
cancellation of all of the Corporation's shares.

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        3.      CESSATION OF BUSINESS.  After the Effective Date, the 
Corporation shall cease to carry on business, except to the extent 
necessary properly to wind up its affairs and to preserve the 
value of its business and assets pending liquidation and 
distribution.

        4.      SALE OF ASSETS.  On or after the Effective Date, the 
Board of Directors and the officers of the Corporation shall sell, 
pursuant to the terms of the Asset Purchase Agreement, all the 
assets (except for (i) $1.5 million in cash to fund payments (the 
"Oce Cash Payments") to be made by ACCESS to Oce N.V. ("Oce") 
pursuant to the terms of that certain Agreement, dated as of 
August 19, 1997, between ACCESS and Oce (the "Oce Agreement"), 
(ii) rights under either the Oce Agreement or the Asset Purchase 
Agreement, and (iii) any proceeds of any stock options exercised 
after the date of the Asset Purchase Agreement) to Purchaser, on 
such terms and conditions and for such consideration as is 
provided for in the Asset Purchase Agreement, including the 
assumption by Purchaser of all or substantially all of the 
liabilities of the Corporation.  The Board of Directors and the 
officers of the Corporation shall execute any instruments that are 
necessary to transfer title to the property and assets.

        5.      PAYMENT OF DEBTS AND LIABILITIES.  Prior to making any
distribution of corporate assets to the Shareholders, the Board of 
Directors and the officers shall pay or make provision for the 
payment of all of the known or ascertainable debts and liabilities 
of the Corporation, except for payment of those debts and 
liabilities acquired or assumed by Purchase pursuant to the terms 
of the Asset Purchase Agreement.

<PAGE>

		The Corporation shall establish and maintain a reserve 
fund (the "Reserve Fund") into which it shall deposit such 
amounts, if any, as may be determined by the Board of Directors 
and officers as necessary or appropriate for the payment of 
unascertained or contingent liabilities and expenses of the 
Corporation, including liabilities for taxes and expenses of 
liquidation and dissolution.  Any amount remaining in the Reserve 
Fund after payment of such unascertained or contingent liabilities 
and expenses shall be distributed to the Shareholders as provided 
in paragraph 6 below.

        6.      DISTRIBUTION OF ASSETS.  After payment of, or
provision for, all of the known debts and liabilities of the 
Corporation, the Board of Directors and officers of the 
Corporation shall distribute the remaining corporate assets to the 
Shareholders of record in the following order and manner as 
provided in the Corporation's Articles of Incorporation:

		(a)	The Oce Cash Payments shall be made to Oce as 
payment in full of any rights of Oce in respect of all of Oce's 
shares of capital stock of ACCESS;

		(b)  Any cash in excess of that distributed pursuant
to subparagraph (a) above shall be distributed, pro rata, to and 
among the holder(s) of record as of the Effective Date, of the 
Corporation's Common Stock (other than that held of record or 
beneficially by Oce); and

		(c) Assets other than cash (including, without
limitations, contingent rights of the Corporation under the Asset 
Purchase Agreement to receive additional consideration) shall be 
distributed to and held by a liquidating trust to be established 
by the Corporation pursuant to a trust agreement, substantially in 
the form attached hereto as Exhibit A and incorporated herein by 
reference, for the purpose of receiving such additional 
consideration.

<PAGE>

		All such distributions shall be made to the
Shareholders on the following conditions:  (1) that, on demand 
made by the Board of Directors, each Shareholder properly endorse 
and surrender for cancellation, the certificate or certificates 
evidencing ownership of the Shareholder's shares; and (2) that the 
distribution shall be in complete satisfaction of the rights of 
each Shareholder as a Shareholder of the Corporation.

        7.      POWERS OF DIRECTORS AND OFFICERS.  The Board of
Directors and the officers of the Corporation shall carry out the 
provisions of this Plan and shall take all actions that are 
necessary or advisable to effect the complete liquidation of the 
Corporation and its dissolution, including the execution of such 
instruments as may be required to vest title to the assets in the 
Shareholders, and the execution of all documents required by law 
to be filed to effect the dissolution of the Corporation.




<PAGE>

                                                        Exhibit A 

                        LIQUIDATING TRUST AGREEMENT


	THIS LIQUIDATING TRUST AGREEMENT (this "Agreement") is 
entered into as of the ____ day of ____________, 1997, by and 
among ACCESS Corporation, an Ohio corporation, in its capacity as 
grantor hereunder (the "Grantor"), and Scott D. Watkins and Newton 
W. Baker in their capacities as trustees hereunder (each, a 
"Trustee" and, together, the "Trustees").

	WHEREAS, pursuant to that certain Asset Purchase Agreement, 
dated as of August 19, 1997 (the "Asset Purchase Agreement"), by 
and between the Grantor and Universal Document Management Systems, 
Inc. ("UDMS"), the Grantor has sold its Assets (as defined in the 
Asset Purchase Agreement) to UDMS in exchange for $3.0 million in 
cash and up to $1.0 million cash in contingent additional 
consideration (the "Contingent Consideration") (said transaction 
referred to herein as the "Asset Sale");

	WHEREAS, the shareholders of the Grantor (the 
"Shareholders") have adopted a Plan of Complete Liquidation and 
Dissolution of the Grantor (the "Plan"), which Plan calls for the 
complete liquidation of the Grantor to be commenced upon closing 
of the Asset Sale and completed promptly thereafter;

	WHEREAS, closing of the Asset Sale has occurred;

	WHEREAS, pursuant to the Plan and the Oce Agreement (as 
defined in the Asset Purchase Agreement), the Grantor has agreed 
to distribute its Assets other than cash, including the right to 
receive the Contingent Consideration (all such assets referred to 
herein as the "Trust Assets"), to a liquidating trust to be held 
by the Trustees for the benefit of the holders of the common stock 
of the Grantor other than Oce N.V. (the "Beneficiaries") upon the 
terms and subject to the uses and purposes hereinafter set forth; 
and

	WHEREAS, this liquidating trust is formed with the objective 
of liquidating assets and not as an organization having as its 
purpose the carrying on of a profit-making business;

	NOW, THEREFORE, in consideration of the premises and the 
mutual promises contained herein, the parties hereto agree as 
follows:

                        ARTICLE VIII.
                        TRUST ESTABLISHED

		Grantor, desiring to establish the trust created 
herein (the "Trust"), has executed this Agreement and hereby 
transfers all of its right, title and interest in and to the Trust 
Assets, including its right to receive the Contingent 
Consideration, to the Trustees to be held by the Trustees in 
conformity with this Agreement, for the uses and purposes and 
subject to the terms, conditions, powers and agreements as set 
forth herein.


<PAGE>



                        ARTICLE IX.
                IRREVOCABILITY OF TRUST

		This Agreement shall be irrevocable and not subject to 
amendment.


                           ARTICLE X.
                        TERM OF TRUST

	The term of the Trust shall commence on the date hereof and 
shall terminate upon the earlier to occur of: (i) that date on 
which the Trustees determine, in their sole discretion, that all 
Trust Assets have been distributed to and among the Beneficiaries 
as provided herein, or (ii) the second anniversary of the Closing 
Date (the "Termination Date"). 


                         ARTICLE XI.
                 ALLOCATION OF INTERESTS IN TRUST

	Each Beneficiary shall, during the term of this Agreement, 
have an undivided percentage interest in the Trust Assets.  The 
undivided percentage interest of each Beneficiary (the 
"Beneficiary's Percentage Interest") shall equal such 
Beneficiary's percentage interest in the common stock of Grantor 
immediately after the cancellation by the Grantor of the Oce 
Shares (as defined in and contemplated by the Oce Agreement).


                          ARTICLE XII.
                          TRUST TERMS

	All Trust Assets shall be held by the Trustees for the 
benefit of the Beneficiaries, subject to the following terms:

	A.	Accumulation of Trust Income.  During the term of this 
Agreement, the Trustees shall collect and receive all income and 
profits, if any, arising from or growing out of Trustee's 
ownership of the Trust Assets, and, after deducting all proper 
costs, charges, taxes and expenses as may be due against the 
Trust, shall distribute, at least annually, all remaining income 
or profits to and among the Beneficiaries in proportion to each 
Beneficiary's Percentage Interest.

	B.	Payment of Trust Expenses.  Prior to the distribution 
of Trust Assets to the Beneficiaries as provided in paragraph C. 
below, the Trustees shall pay from the Trust Assets all expenses, 
if any, determined in the sole discretion of the Trustees to be 
reasonable and necessary in the administration of the Trust.  

	C.	Distribution of Trust Assets.  On the Termination 
Date, all of the Trust Assets remaining in the Trust, if any, 
shall be distributed by the Trustees to and among the 
Beneficiaries in proportion to each Beneficiary's Percentage 
Interest; provided, however, that all proceeds, if any, except for 
a reasonable amount to cover contingencies and claims, from the 
sale of Trust Assets shall be distributed to and among the 
Beneficiaries at least annually.

<PAGE>

                        ARTICLE XIII.
                           TRUSTEES

	The Grantor hereby appoints Scott D. Watkins and Newton W. 
Baker as the original Trustees under this Agreement. 

	Either Trustee may resign at any time by delivering to the 
other Trustee his written resignation, in which event the 
resignation shall take effect immediately.  If either of the 
original Trustees should die, become disabled, resign or otherwise 
cease to serve as a Trustee hereunder, then the remaining of the 
original Trustees shall continue to serve as the sole Trustee 
hereunder.  If both of the original Trustees should die, become 
disabled, resign or otherwise cease to serve as Trustees 
hereunder, then a substitute or successor Trustee shall be 
appointed by Beneficiaries collectively holding a majority of the 
Beneficiary's Percentage Interests.  
	
	The use of the term "Trustee" in this trust Agreement shall 
be a reference to the original Trustees above named and any 
substitute or successor Trustee as provided herein.  No bond shall 
be required of any Trustee acting hereunder.


                         ARTICLE XIV.
                TRUSTEES DUTIES AND POWERS

	The Trust created hereunder shall be held subject to the 
following terms and conditions, and the Trustees shall have, in 
addition to any other powers granted to the Trustees elsewhere in 
this Agreement or by law, the following powers:

	A.	Investments.  The Trustees shall have the power to 
invest Trust Assets in demand and time deposits in banks or 
savings institutions, or in temporary investments, such as short-
term United States Treasury Bills and money market funds, in 
addition to keeping certain funds, to the extent deemed advisable 
by the Trustees, in a readily accessible checking account.

	B.	Claims.  The Trustees shall have the power to 
arbitrate, defend, enforce, release or settle any claim pertaining 
to the Trust Assets, and the Trustees are hereby expressly 
authorized to pay any such claim out of the Trust Assets.  
Further, the Trustees shall have the power to initiate litigation 
on behalf of the Beneficiaries, and to otherwise pursue any and 
all claims held jointly by the Beneficiaries; provided, however, 
the Trustees shall not be obligated to initiate litigation or 
otherwise pursue claims unless the Trustees are indemnified to 
their satisfaction against all expenses and liabilities in which 
the Trustees may, in their judgment, be involved by their efforts 
in pursuing any such claims.

	C.	Nominee.  The Trustees may take and hold all 
securities or other personal property in bearer form, in the name 
of any of the Trustees, or in the name of a nominee, with or 
without disclosing any fiduciary relationship, but the Trustees 
shall be liable for any wrongful act of the nominee with respect 
to such assets.

	D.	Employment of Agents.  The Trustees may employ and pay 
reasonable compensation to agents, investment counsel and 
attorneys, including the Trustees and any person, partnership, 
corporation or other entity with which the Trustees may be 
associated.  The Trustees shall not be liable for any neglect, 
omission or wrongdoing of such agents, investment counsel or 
attorneys, provided that the Trustees shall have exercised 
reasonable care in the selection of any persons.

<PAGE>

	E.	Instruments.  The Trustees may execute and deliver all 
necessary or proper deeds or other instruments.

	F.	Distribution to Incapacitated Persons.  During the 
incapacity of any one of the Beneficiaries, the Trustees are 
authorized, in the Trustees' sole discretion, to pay any sum 
distributable to such Beneficiary, without liability to the 
Trustee, by paying the sum to such Beneficiary or to any person 
whomsoever for the use and benefit of such Beneficiary, whether or 
not such person shall be the guardian of such Beneficiary.

	G.	Nonliability of Trustees; Acts of Predecessor 
Fiduciary.  The Trustees shall not be personally liable for any 
assessments, charges or damages, or for any obligations in 
carrying out or effectuating the purposes of this Agreement, 
provided, however, that nothing shall relieve the Trustees from 
liabilities arising out of their own willful misconduct, bad faith 
or gross negligence.  The Trustees shall not be responsible in any 
manner whatsoever for the validity or sufficiency of this 
Agreement.  A Trustee or successor Trustee shall not be liable for 
any act or omission of any predecessor Trustee or co-Trustee, nor 
have a duty to enforce any claims against any such predecessor 
Trustee or co-Trustee on account of any such act or omission.

	H.	Protection on Distributions.  The Trustees shall be 
protected in continuing to make distributions of income or 
principal to the Beneficiaries until the Trustees shall have 
actual knowledge of the happening of an event such as death or 
other occurrence which would affect such distributions.

	I.	Reliance on Documents.  Each Trustee shall be 
protected in acting upon any paper or document believed by him to 
be genuine.

	J.	Individual Trustee May Bind Trust.  The signature 
and/or acts of either of the Trustees shall be sufficient to bind 
the Trust.


                        ARTICLE XV.
                    NON-ASSIGNABILITY

	No Beneficiary may sell, assign, transfer, convey or 
encumber this Agreement or any right or interest under this 
Agreement, except by death or operation of law.


                         ARTICLE XVI.
                        GOVERNING LAW

	The validity, effect and interpretation of this Agreement 
and of the property interests created herein shall be controlled 
by the laws of the State of Ohio.

<PAGE>

                        ARTICLE XVII.
                 COMPENSATION OF TRUSTEES

	The Trustees shall serve without compensation but shall be 
entitled to reimbursement for their out of pocket expenses, if 
any, including attorney's fees, incurred in connection with the 
administration of the Trust.



	IN WITNESS WHEREOF, the parties have executed this 
Liquidating Trust Agreement as of the day and year first above 
written.


                             ACCESS CORPORATION, as Grantor





                             By:____________________________
                             Title: ________________________  
						     


                             _____________________________
                             Scott D. Watkins, Trustee


                             ______________________________              
                             Newton W. Baker, Trustee
                             
 



 

 


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