ACCESS SOLUTIONS INTERNATIONAL, INC.
                  650 Ten Rod Road - North Kingston, RI 02852
                      Phone 401-295-2691 Fax 401-295-1851







                                                            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   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.  If  outstanding  lien(s)  are  discovered,
          Seller  can  cure  by  evidence  of  waiver  or  satisfaction.   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.

     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.

     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  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.

     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
                                              __________________________________
                                                  Robert H. Stone
                                                  Title:  President and CEO



AGREED AND ACCEPTED:

PAPERCLIP SOFTWARE, INC.


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