Exhibit 10.1

TO:   ACCESS SOLUTIONS INTERNATIONAL, INC.

FROM: MALCOLM G. CHACE                                    Dated:  April 14, 1998



                                   TERM SHEET



     This Term Sheet sets forth the basic  terms on which  Malcolm G. Chace (the
"Investor") is prepared to loan funds to Access Solutions International, Inc., a
Delaware  corporation  (the  "Company") and to purchase an interest in a certain
patent owned by the Company.

Investor:           Malcolm G. Chace of Providence, Rhode Island.

Company:            Access Solutions International, Inc., a Delaware 
                    corporation.

Loan Amount:        $650,000 plus amount equal to outstanding and future 
                    legal fees and costs incurred in connection with the Lawsuit
                    (defined  below)  excluding  any  contingent  fees  owing to
                    Company's litigation counsel.

Interest Rate:      19% per annum.

Maturity:           On the first to occur of (i) the 3rd anniversary of the 
                    date of closing of the Loan and (ii)  settlement  or a final
                    judgment in the Lawsuit  defined  below,  and  thereafter on
                    written demand.

Security:           First priority security interest in the accounts, contract 
                    rights  and  proceeds,  claims  and  choses in action of the
                    Company  in,  arising  out of,  or in  connection  with that
                    certain  lawsuit now pending in the United  States  District
                    Court for the  District of Rhode  Island  captioned  "Action
                    Solutions International, Inc. v. Data/Ware Development, Inc.
                    and  Eastman  Kodak  Company,   C.A.",  No.  97-0501-L  (the
                    "Lawsuit").

Legal Fees          Investor's legal fees and costs incurred in connection with 
                    the    above-referenced    loan   and   and    Costs:    the
                    below-referenced  purchase of an interest in the patent will
                    be payable at Maturity of the above-referenced  loan as will
                    all interest accrued thereon.

Purchase of 
Interest in 
Patent:             Investor will concurrently purchase from the Company a 30% 
                    interest  in  any  patents  which  are  the  subject  of the
                    Lawsuit. The Company will not be required to pay any license
                    fees to the Investor on account of the  Company's use of the
                    patented technology unless the Company receives license fees
                    or  royalties  from a  third  party,  in  which  case,  such
                    receipts  shall be shared by the Company and the Investor in
                    accordance with their patent ownership interests.

Purchase Price:     $100,000.

Covenant:           Any settlement, disposition or decisions on material actions
                    in the Lawsuit must be approved  unanimously  by the Company
                    and the Investor.

Conditions 
Precedent:          Company's    board   of   directors'    approval   and 
                    authorization of the transactions.

                    Company's major creditors must agree to extend payment terms
                    and forbear from  exercise of remedies  against the Company,
                    all to the Investor's satisfaction.

                    Investor  must  receive   satisfactory   evidence  that  the
                    Company's  merger with  PaperClip  will be  consummated in a
                    reasonably   expeditious   manner   and   that   PaperClip's
                    management  has agreed  that it will not  request  terms any
                    less  favorable  to the Company  than those in the  existing
                    Merger  Agreement;  provided that Investor's  above $100,000
                    purchase of an  interest  in the patents  will be treated as
                    part of the required equity raised by or for the Company and
                    if the Investor converts the principal amount of his loan to
                    equity,  such  principal  amount  will be treated as part of
                    such equity raise. If the terms of the equity are reasonably
                    satisfactory to the Investor, he will convert such principal
                    amount to equity in the  Company  concurrently  with (i) the
                    Company's  receipt of an  additional  $1,250,000  of equity,
                    (ii) the Investor's  receipt of all accrued interest on said
                    principal  amount and (iii)  consummation of the merger with
                    PaperClip.

Documentation:      All documents entered into in connection with the foregoing 
                    transactions  must be in form and substance  satisfactory to
                    the Investor and his counsel.

Indemnification:    The Company will  indemnify  the Investor  against any loss,
                    cost or liability  relating to or arising out of the Lawsuit
                    and/or the  patent(s)  referred to above except as expressly
                    provided above with regard to legal fees and costs.


                                          /s/Robert H. Stone
                                          -----------------------------
                                          Robert H. Stone
                                          President & CEO
                                          Access Solutions International, Inc.