REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement dated as of January 29, 1997, is between
PaperClip  Software,  Inc., a Delaware  corporation (the "Company"),  and Access
Solutions International, Inc. (the "Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to that certain Convertible Promissory Note of even date
("Note"),  the parties hereto have agreed to provide for the registration rights
set forth in this Agreement.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
conditions contained herein, and of other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties to this
Agreement hereby agree as follows:

     1.  Definitions.  For all purposes of this  Agreement,  the following terms
shall have the meanings set forth below:

     Commission means the United States Securities and Exchange  Commission,  or
any other federal agency at the time administering the Securities Act.

     Common  Stock  means  the  Common  Stock,  $.01 par  value per share of the
Company  and any  shares  of any other  class of  capital  stock of the  Company
hereafter  issued which:  (i) are not  preferred in the Company's  charter as to
dividends or assets over any class of stock of the Company, (ii) are not subject
to redemption in the  Company's  charter,  or (iii) are issued to the holders of
shares of Common Stock upon any reclassification thereof.

     Demand  Registration  means the registration  requested by the Stockholders
pursuant to Section 2(a)(i).

     Indemnified party. As defined in Section 8(c).

     Person means an individual,  partnership,  corporation,  limited  liability
company, association,  trust, joint venture, unincorporated organization, or any
government, governmental department or agency or political subdivision thereof.

     Piggyback Registration. As defined in Section 3(a)(i).

     Public Sale means any sale of Restricted  Securities to the public pursuant
to a public  offering  registered  under  the  Securities  Act or to the  public
through a broker or market-maker  pursuant to the provisions of Rule 144 (or any
successor  rule) adopted under the Securities  Act or any other public  offering
not required to be registered under the Securities Act.

     Registration Expenses. As defined in Section 7(a).

     registered and registration  refer to a registration  effected by preparing
and filing a  registration  statement in compliance  with the Securities Act and
the  declaration  or ordering by the  Commission  of the  effectiveness  of such
registration statement.

     Restricted  Securities  means at any  particular  time all  shares of Stock
issued or issuable to  Stockholder  upon the exercise of the  conversion  rights
pursuant to the Note, which shares have not been sold in a Public Sale, or which
are not able to be sold in a Public Sale pursuant to the  provisions of Rule 144
of the Securities Act.

     Securities  Act  means  the  Securities  Act of 1933,  as  amended,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

     Stock means all shares of Common Stock or Preferred  Stock now or hereafter
owned by the Stockholders.

     Stockholders means initially,  the Purchaser, and thereafter any Person who
becomes a party to this  Agreement by executing  an  Instrument  of Accession in
connection  with the transfer to or acquisition by such Person of any Restricted
Securities  from the Purchaser or any  subsequent  transferee of the  Purchaser;
provided that a Person shall cease to be a Stockholder hereunder at such time as
such Person ceases to own Restricted Securities.

     Underwriters  Maximum Number means for any Piggyback  Registration,  Demand
Registration or other registration which is an underwritten  registration,  that
number of securities to which such  registration  should,  in the opinion of the
managing underwriters of such registration in the light of marketing factors, be
limited.

     2. Stockholder Demand Registration.

          (a) Request for Demand Registration.

          (i) Subject to the limitations  contained in the following  paragraphs
     of this  Section 2, the holders of fifty-one  (51%)  percent or more of the
     Restricted Securities may at any time give to the Company, pursuant to this
     clause  (i), a written  request  for a Demand  Registration  of  Restricted
     Securities.  Within 10 days after the  receipt  by the  Company of any such
     written request,  the Company will give written notice of such registration
     request to all Stockholders.

          (ii) Subject to the limitations  contained in the following paragraphs
     of this Section 2, after the receipt of such  written  request for a Demand
     Registration:  (A) the Company will be obligated and required to include in
     such Demand  Registration  all Restricted  Securities with respect to which
     the Company shall receive from Stockholders, within 30 days (the "Inclusion
     Period")  after  the date on which  the  Company  shall  have  given to all
     Stockholders a written notice of registration  request  pursuant to Section
     2(a)(i) hereof,  the written requests of such Stockholders for inclusion of
     their   respective   shares  of   Restricted   Securities  in  such  Demand
     Registration,  and (B) the Company will use its reasonable  best efforts in
     good faith to effect promptly (but in no event later than  ninety-five (95)
     days from the end of the Inclusion  Period,  provided,  however,  that such
     ninety-five  (95)  day  period  shall  be  extended  for up to  sixty  (60)
     additional  days in the event of a material  development  that shall hinder
     the Company from effecting such  registration) the registration of all such
     Restricted Securities;  provided,  that, the Company shall not be obligated
     to cause the  effectiveness  of a Demand  Registration  of any  convertible
     Restricted   Securities  unless  and  until  such  convertible   Restricted
     Securities included in a Demand Registration shall have been converted into
     Common  Stock  of  the  Company  prior  to  or   simultaneously   with  the
     effectiveness of a Demand Registration;  and provided,  further,  that each
     Stockholder shall be entitled to convert any Common Stock so converted back
     into   convertible   Restricted   Securities   in  the  event  such  Demand
     Registration  is not  declared  effective.  All  written  requests  made by
     Stockholders pursuant to this clause (ii) will specify the number of shares
     of  Restricted  Securities  to be  registered  and will  also  specify  the
     intended method of disposition  thereof.  Such method of disposition shall,
     in any case, be an  underwritten  offering if an  underwritten  offering is
     requested  by holders  of 51% or more of the  Restricted  Securities  to be
     included in such Demand Registration.

          (iii) Any  Stockholder  shall be permitted to withdraw all or any part
     of  the  Restricted   Securities  of  such   Stockholder  from  any  Demand
     Registration  at any  time  prior  to the  effective  date of  such  Demand
     Registration,  but in the case of an underwritten public offering,  only if
     such  Stockholder  is permitted to do so by the  managing  underwriters  or
     pursuant  to any  agreement  therewith.  Upon such  withdrawal,  subject to
     Section 2(b)(ii), such Restricted Securities shall count as being part of a
     Demand  Registration  for  purposes  of  Section  7(a)  hereof  unless  the
     withdrawing  Stockholder  bears one-half of its pro rata share of the costs
     associated with such Demand Registration.

          (b) Limitations on Demand Registration.

          (i) The  Stockholders  will not be  entitled to require the Company to
     effect  any  Demand  Registration  pursuant  to Section  2(a)  hereof  more
     frequently than once during the term hereof, or within six months after the
     effective  date of any Piggyback  Registration  pursuant to Sections 2 or 3
     hereof.  Registrations  pursuant to this  Section 2 shall be on Form S-1 or
     S-2 or Form SB-1 or SB-2 or, if any Demand  Registration  would be eligible
     for   registration  on  Form  S-3,  the  Company  may  effect  such  Demand
     Registration pursuant to Form S-3.

          (ii) Any registration  initiated pursuant to Section 2(a) hereof shall
     not count as a Demand  Registration  for  purposes  of Section  7(a) hereof
     unless  and  until  such  registration  shall  have  become  effective  and
     seventy-five  percent  (75%) of the number of shares  that count as part of
     the Demand Registration shall have been actually sold.

          (iii) The  Company  shall not be  obligated  or required to effect the
     Demand  Registration of any Restricted  Securities pursuant to Section 2(a)
     hereof  during the period  commencing  on the date falling 60 days prior to
     the Company's  estimated date of filing of, and ending on the date 180 days
     following the effective date of, any registration  statement  pertaining to
     any underwritten  registration initiated by the Company, for the account of
     the  Company,  if the  written  request  of  Stockholders  for such  Demand
     Registration pursuant to Section 2(a)(i) hereof shall have been received by
     the  Company  after the  Company  shall  have given to all  Stockholders  a
     written  notice  stating  that the Company is  commencing  an  underwritten
     registration initiated by the Company; provided,  however, that the Company
     will use its  reasonable  best  efforts  in good  faith  to cause  any such
     registration statement to be filed and to become effective as expeditiously
     as shall be  reasonably  possible.  The  Company  shall not be  required to
     maintain the effectiveness of any Demand Registration beyond the earlier to
     occur of (i) the  consummation  of the  distribution by Stockholders of the
     Restricted Securities included therein or (ii) 120 days after the effective
     date thereof.

     (c) Priority on Demand  Registrations.  If the managing underwriters in any
Demand Registration  pursuant to this Section 2 shall give written advice to the
Company and the Stockholders  that, in their opinion,  there is an Underwriters'
Maximum  Number of shares of  Restricted  Securities  that may  successfully  be
included in such registration,  then: (i) if the Underwriters' Maximum Number is
less than the number of shares of Restricted Securities requested to be included
in such  registration,  the Company will be obligated and required to include in
such registration that number of shares of Restricted  Securities which does not
exceed the  Underwriters'  Maximum  Number,  and such  number of shares of Stock
shall be allocated pro rata among such  Stockholders  on the basis of the number
of shares of Restricted Securities requested to be included therein by each such
Stockholder;  and (ii) if the Underwriters' Maximum Number exceeds the number of
shares of Restricted  Securities  requested to be included in such registration,
then the Company will be entitled to include in such registration that number of
securities which shall have been requested by the Company to be included in such
registration  for the account of the Company and which shall not be greater than
such excess. Neither the Company nor any of its security holders (other than the
Stockholders)  shall be entitled to include any  securities in any  underwritten
Demand Registration unless the Company or such security holders (as the case may
be) shall have agreed in writing to sell such  securities  on the same terms and
conditions  as shall apply to the  Restricted  Securities to be included in such
Demand Registration.

     (d)  Selection  of  Underwriters.   If  any  Demand   Registration  or  any
registration effected pursuant to Section 2 hereof is an underwritten  offering,
or a best efforts  underwritten  offering,  the investment  bankers and managing
underwriters in such  registration  will be selected by the Company,  subject to
the approval of the holders of 51% or more of the  Restricted  Securities  to be
included in such registration.

     3. Piggyback Registrations.

          (a) Rights to Piggyback.

          (i) If (and on each  occasion  that) the Company  proposes to register
     any of its  equity  securities  or any other  securities  convertible  into
     equity  securities under the Securities Act for its own account (other than
     a  registration  statement on Form S-4 or S-8 or any  substitute  form that
     may,  from  time  to  time,  be  adopted  by  the  Commission)  (each  such
     registration not withdrawn or abandoned prior to the effective date thereof
     being  herein  called a  "Piggyback  Registration"),  the Company will give
     written notice to all  Stockholders of such proposal not later than 20 days
     prior to the anticipated filing date of such Piggyback Registration.

          (ii) Subject to the provisions  contained in paragraphs (b) and (c) of
     this  Section  3 and in the last  sentence  of this  clause  (ii):  (A) the
     Company  will be  obligated  and  required  to  include  in each  Piggyback
     Registration  all Restricted  Securities  with respect to which the Company
     shall  receive  from  holders  of  fifty-one  (51%)  percent or more of the
     Restricted  Securities,  within 15 days (the "Piggyback  Inclusion Period")
     after the date on which the Company shall have given written notice of such
     Piggyback  Registration  to all  Stockholders  pursuant to Section  3(a)(i)
     hereof,  the written  requests of such  Stockholders  for inclusion in such
     Piggyback  Registration,  and (B) the Company will use its reasonable  best
     efforts  in good  faith to  effect  promptly  (but in no event  later  than
     ninety-five  (95)  days  from the end of the  Piggyback  Inclusion  Period,
     provided,  however,  that such ninety-five day period shall be extended for
     up to sixty  additional  days in the event of a material  development  that
     shall hinder the Company from effecting such registration) the registration
     of all such Restricted Securities;  provided, that the Company shall not be
     obligated to cause the  effectiveness  of a Piggyback  Registration  of any
     convertible   Restricted  Securities  unless  and  until  such  convertible
     Restricted Securities included in a Piggyback  Registration shall have been
     converted into Common Stock of the Company prior to or simultaneously  with
     the effectiveness of a Piggyback Registration;  and provided, further, that
     each Stockholder shall be entitled to convert any Common Stock so converted
     back into  convertible  Restricted  Securities in the event such  Piggyback
     Registration is not declared effective.  Any Stockholder shall be permitted
     to  withdraw  all  or  any  part  of  the  Restricted  Securities  of  such
     Stockholders  from any  Piggyback  Registration  at any  time  prior to the
     effective  date  of  such  Piggyback  Registration,  but in the  case of an
     underwritten offering only if such Stockholder is permitted to do so by the
     managing  underwriters or pursuant to any agreement therewith.  The Company
     shall not be  required  to  maintain  the  effectiveness  of any  Piggyback
     Registration  beyond the  consummation  of the  distribution  by holders of
     Restricted Securities included in such Piggyback Registration.

          (b) Priority on Primary Registrations.  If a Piggyback Registration is
an underwritten primary registration  initiated by the Company, and the managing
underwriters  shall give written  advice to the Company that, in their  opinion,
there is an Underwriters'  Maximum Number of securities that may successfully be
included  in such  registration,  then:  (i) the  Company  shall be  entitled to
include  in such  registration  that  number of  securities  which  the  Company
proposes  to offer and sell for its own account in such  registration  and which
does not exceed the Underwriters'  Maximum Number;  and (ii) the Company will be
obligated and required to include in such  registration that number of shares of
Restricted  Securities which shall have been requested by the holders thereof to
be  included  in such  registration  and which does not  exceed  the  difference
between the Underwriters' Maximum Number and that number of securities which the
Company is  entitled  to include  therein  pursuant to clause (i) above and such
number of shares of Restricted Securities shall be allocated pro rata among such
Stockholders  on the basis of the  number of  shares  of  Restricted  Securities
requested to be included therein by each such Stockholder.

          (c)  Selection of  Underwriters.  In any Piggyback  Registration,  the
Company,  in its sole  discretion,  shall  (unless the Company  shall  otherwise
agree) have the right to select the investment bankers and managing underwriters
in such registration.

     4. Lockup Agreements.

          (a) Restrictions on Public Sale by Stockholders.  Each Stockholder, if
the managing underwriters so request in connection with such registration,  will
not, without the prior written consent of such  underwriters,  effect any public
sale or other  distribution of any equity  securities of the Company,  including
any sale  pursuant  to Rule 144,  during the seven days prior to, and during the
ninety-day  period  commencing  on  the  effective  date  of  such  underwritten
registration, except in connection with such underwritten registration.

          (b)  Restrictions  on Public Sale by the Company.  The Company agrees,
unless it obtains the consent of the managing underwriter(s) of any underwritten
offering of  Restricted  Securities  pursuant to Sections 2 or 3 hereof,  not to
effect  any  public  sale  or  distribution  of its  equity  securities,  or any
securities  convertible  into or  exchangeable  or  exercisable  for such equity
securities, during the period commencing on the seventh day prior to, and ending
on the ninetieth day (or such longer period as shall be required by the managing
underwriters)  following,  the  effective  date of any  underwritten  Demand  or
Piggyback  Registration,   except  in  connection  with  any  such  underwritten
registration,  pursuant to any  employee  benefit  plan or as part of a business
combination transaction.

     5.  Registration  Procedures.  If (and on each  occasion  that) the Company
shall become obligated to effect any  registration of any Restricted  Securities
hereunder,  the Company  will use its  reasonable  best efforts in good faith to
effect  promptly  the  registration  of such  Restricted  Securities  under  the
Securities  Act and to permit the public  offering  and sale of such  Restricted
Securities in accordance with the intended method of disposition  thereof,  and,
in connection  therewith,  the Company,  as expeditiously as shall be reasonably
possible, will:

          (a) prepare and file with the Commission a registration statement with
respect to such  Restricted  Securities,  and use its reasonable best efforts in
good faith to cause such  registration  statement to become and remain effective
as provided herein;

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to such registration  statement and the prospectus  included in such
registration  statement as may be  necessary to comply in all material  respects
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement or as may be necessary to keep
such registration statement effective and current as provided herein;

          (c) as soon as  reasonably  practicable,  furnish  to each  seller  of
Restricted Securities such number of copies of such registration statement, each
amendment and supplement  thereto (in each case including all exhibits thereto),
the  prospectus  included  in  such  registration   statement   (including  each
preliminary  prospectus),  and such other documents,  all as any such seller may
reasonably  request in order to facilitate  the  disposition  of the  Restricted
Securities held by such seller;

          (d) enter into such customary agreements (provided they do not require
the issuance of securities at a discount to any  underwriter)  and take all such
other customary actions in connection  therewith as the Stockholders holding 51%
or more of the Restricted  Securities  being  registered  reasonably  request in
order to expedite or facilitate the disposition of such Restricted Securities;

          (e) use its  reasonable  best  efforts in good faith to  register  and
qualify the Restricted  Securities covered by such registration  statement under
such  securities  or blue sky laws of such  jurisdictions  as any seller (or the
managing underwriter, in the case of any underwritten offering) shall reasonably
request in light of the intended  plan of  disposition,  and do any and all such
other acts and things as may be reasonably  necessary or advisable to permit the
disposition in such  jurisdictions of the Restricted  Securities covered by such
registration statement; provided, however that the Company shall not be required
in connection  therewith to qualify to do business or file a general  consent to
service of process in any such jurisdiction or subject itself to taxation in any
jurisdiction where the Company is not already subject to taxation; and

          (f) furnish to each prospective seller a signed counterpart, addressed
to the  prospective  sellers,  (or  to the  underwriters,  in  the  case  of any
underwritten  offering) of (i) an opinion of counsel for the Company,  dated the
effective date of the registration statement, and (ii) a "comfort" letter signed
by the independent public accountants who have certified the Company's financial
statements included in the registration  statement,  covering  substantially the
same matters  with respect to the  registration  statement  (and the  prospectus
included  therein)  and, in the case of the  "comfort"  letter,  with respect to
events  subsequent to the date of the financial  statements,  as are customarily
covered (at the time of such  registration)  in opinions of issuer's counsel and
in  "comfort"  letters  delivered to the  underwriters  in  underwritten  public
offerings of securities.

     6. Cooperation by Prospective Sellers, Etc.

          (a) Each prospective  seller of Restricted  Securities will furnish to
the Company in writing such  information as the Company may  reasonably  require
and which is customary in such  transactions  from such  seller,  and  otherwise
reasonably  cooperate  with the  Company  in  connection  with any  registration
statement with respect to such Restricted Securities and the Company may exclude
from such  Registration  Statement the Restricted  Securities of any prospective
seller who fails to furnish such reasonably requested information within 30 days
after receiving such request.

          (b) The failure of any prospective seller of Restricted  Securities to
furnish any information or documents in accordance with any provision  contained
in this  Agreement  shall not affect the  obligations  of the Company under this
Agreement to any remaining  sellers who furnish such  information  and documents
unless in the reasonable  opinion of counsel to the Company or the underwriters,
such failure impairs or may impair the viability of the offering or the legality
of the registration statement or the underlying offering.

          (c) The Stockholders  included in any registration  statement will not
(until  receipt  of a  notice  to  the  contrary)  effect  sales  of  Restricted
Securities  included  in any  registration  statement  after  receipt of written
notice  from the  Company to suspend  sales to permit the  Company to correct or
update such  registration  statement or prospectus;  but the  obligations of the
Company with  respect to  maintaining  any  registration  statement  current and
effective  shall be  extended  by a period  of days  equal  to the  period  such
suspension is in effect.

          (d) At the end of any period  during which the Company is obligated to
keep any  registration  statement  current and effective as provided herein (and
any extensions  thereof required by the preceding  paragraph (c) of this Section
6), the Stockholders  included in such registration  statement shall discontinue
sales of shares pursuant to such  registration  statement upon receipt of notice
from the Company of its intention to remove from registration the shares covered
by such registration  statement which remain unsold, and such Stockholders shall
notify the  Company  of the  number of shares  registered  which  remain  unsold
promptly after receipt of such notice from the Company.

     7. Registration Expenses.

          (a) Except as otherwise  provided herein,  all out of pocket costs and
expenses  incurred or sustained by the Company in connection with or arising out
of the Demand  Registration  pursuant to Section 2 hereof and each  registration
pursuant to Section 3 hereof,  including,  without limitation,  all registration
and  filing  fees,  fees and  expenses  of  compliance  with  federal  and state
securities or blue sky laws  (including  reasonable  fees and  disbursements  of
counsel for the  underwriters in connection with the blue sky  qualification  of
Restricted  Securities),  printing expenses,  messenger,  telephone and delivery
expenses, fees and disbursements of counsel for the Company, reasonable fees and
disbursements  of  one  counsel  representing  any or  all  of  the  holders  of
Restricted  Securities  (selected by the holders of fifty-one  (51%)  percent or
more of the Restricted  Securities),  reasonable fees and  disbursements  of all
independent  certified public accountants of the Company (including the expenses
relating to the  preparation and delivery of any special audit or "cold comfort"
letters   required  by  or  incident  to  such   registration),   and  fees  and
disbursements  of underwriters  (excluding  discounts,  commissions and expenses
representing  disguised  commissions),  the reasonable  fees and expenses of any
special experts  retained by the Company of its own initiative or at the request
of the managing underwriters in connection with such registration,  and fees and
expenses of all (if any) other  persons  retained by the Company (all such costs
and expenses being herein called,  collectively,  the "Registration  Expenses"),
will be borne and paid by the Company; provided, however, that the Company shall
not pay nor  otherwise be  responsible  for any legal fees or  disbursements  of
additional counsel other than as set forth above. The Company will, in any case,
pay its  internal  expenses  (including,  without  limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the  expense  of any  annual  audit,  and the  fees  and  expenses  incurred  in
connection  with  the  listing  of  the  securities  to be  registered  on  each
securities exchange on which similar securities of the Company are then listed.

          (b) The  Company  will  not  bear  the  cost of nor pay for any  stock
transfer taxes imposed in respect of the transfer of any  Restricted  Securities
to any purchaser  thereof by any Stockholder in connection with any registration
of Restricted Securities pursuant to this Agreement.

          (c) To the extent  that  expenses  reasonably  incurred by the Company
incident  to any  registration  are,  under  the  terms of this  Agreement,  not
required  to  be  paid  by  the  Company,  each  Stockholder  included  in  such
registration will pay all such expenses which are clearly solely attributable to
the registration of such Stockholder's Restricted Securities so included in such
registration, and all other such expenses not so attributable to one Stockholder
will  be  borne  and  paid  by  all  sellers  of  securities  included  in  such
registration  in proportion to the number of securities so included by each such
seller.

     8. Indemnification.

          (a)  Indemnification  by the Company.  To the full extent permitted by
law, the Company will  indemnify  each  Stockholder  requesting  or joining in a
registration and each underwriter of the securities so registered, the officers,
directors,  agents,  employees and partners of each such Person and each Person,
if any,  who  controls any thereof  (within the meaning of the  Securities  Act)
against  any and all claims,  losses,  damages  and  liabilities  (or actions in
respect  thereof)  arising out of or based on any untrue  statement  (or alleged
untrue statement) of any material fact contained in any registration  statement,
prospectus  or any  amendment  or  supplement  thereto,  or any  document  filed
pursuant to state  securities  laws (or in any related  registration  statement,
notification or the like) or any omission (or alleged omission) to state therein
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  therein not misleading,  or any violation by the Company of any rule
or regulation promulgated under the Securities Act applicable to the Company and
relating to any action or inaction  required of the Company in  connection  with
any  such  registration,  qualification  or  compliance,  and the  Company  will
reimburse each such Stockholder,  underwriter, and each other Person indemnified
pursuant to this paragraph (a) for any legal and any other  expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability or action;  provided,  however,  that the Company will not be
liable  in any  such  case to the  extent  that any such  claim,  loss,  damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission (or alleged untrue  statement or omission) made in reliance upon and in
conformity  with written  information  furnished to the Company in an instrument
duly executed by such Stockholder,  underwriter,  officer,  director, partner or
controlling  person and stated to be  specifically  for use  therein.  provided,
however,  that the Company  shall not be liable to any such  Stockholder  to the
extent that any such claim,  loss,  damage,  liability or action arise out of or
are  based  upon  any  untrue  statement  or  omission  made in any  preliminary
prospectus  if:  (i) having  previously  been  furnished  by or on behalf of the
Company with copies of such final prospectus, such Stockholder failed to send or
deliver a copy of the final  prospectus with or prior to the delivery of written
confirmation of the sale by such  Stockholder to the person  asserting the claim
from which such claim,  loss,  damage,  liability or action arise,  and (ii) the
final  prospectus  would have corrected such untrue  statement or such omission;
provided,  further,  that the Company shall not be liable to any  Stockholder in
any such case to the extent  that any such claim,  loss,  damage,  liability  or
action  arise out of or are based upon any untrue  statement  or omission in any
prospectus  if:  (x) such  untrue  statement  or  omission  is  corrected  in an
amendment or  supplement  to such  prospectus,  and (y) having  previously  been
furnished  by or on behalf of the Company with copies of such  prospectus  as so
amended or  supplemented,  such  Stockholder  thereafter  fails to deliver  such
prospectus as so amended or supplemented  prior to or concurrently with the sale
of a  Restricted  Security  to the  person  asserting  the claim from which such
claim, loss, damage, liability or action arise.

          (b) Indemnification by Each Stockholder.  Each Stockholder  requesting
or joining in a  registration  will  severally  and not jointly  indemnify  each
underwriter  of the  securities  so  registered,  the Company and the  officers,
agents,  employees  and  directors  and  partners  of each such  Person and each
Person,  if any, who controls any thereof,  together with the officers,  agents,
employees, directors and partners of such controlling person (within the meaning
of the  Securities  Act) and their  respective  successors  in title and assigns
against  any and all claims,  losses,  damages  and  liabilities  (or actions in
respect  thereof)  arising out of or based on any untrue  statement  (or alleged
untrue statement) of any material fact contained in any registration  statement,
prospectus,  or any  amendment or  supplement  thereto,  or any  document  filed
pursuant to state  securities  laws (or in any related  registration  statement,
notification or the like) or any omission (or alleged omission) to state therein
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  therein not misleading,  or any violation by such Stockholder of any
rule or  regulation  promulgated  under the  Securities  Act  applicable to such
Person  and  relating  to any  action or  inaction  required  of such  Person in
connection with any such  registration,  qualification  or compliance,  and such
Stockholder will reimburse each  underwriter,  the Company and each other Person
indemnified  pursuant to this paragraph (b) for any legal and any other expenses
reasonably  incurred in  connection  with  investigating  or defending  any such
claim, loss, damage, liability or action; provided, however, that this paragraph
(b) shall apply only if (and only to the extent that) such statement or omission
(or alleged  untrue  statement  or  omission)  was made in reliance  upon and in
conformity with written information furnished to such underwriter or the Company
in an instrument duly executed by any such Stockholder or any officer, director,
partner or controlling  person of such Stockholder and stated to be specifically
for  use  therein,  and  provided  further  that  each  Stockholder's  liability
hereunder  (including,  without  limitation,  Section  9)  with  respect  to any
particular  registration  shall be  limited to an amount  equal to the  proceeds
received  by  such  Stockholder  from  the  Restricted  Securities  sold by such
Stockholder  in such  registration.  The Company and the  Stockholders  shall be
entitled to receive  indemnities  from  underwriters,  selling  brokers,  dealer
managers and similar securities professionals, participating in any distribution
of Restricted  Securities  to the same extent as provided  above with respect to
information  so furnished in writing by such  underwriters  expressly for use in
any prospectus or registration statement.

          (c)    Indemnification    Proceedings.    Each   party   entitled   to
indemnification  pursuant to this Section 8 (the "indemnified party") shall give
notice to the party required to provide indemnification pursuant to this Section
8 (the  "indemnifying  party")  promptly after such  indemnified  party acquires
actual  knowledge of any claim as to which  indemnity  may be sought,  and shall
permit the  indemnifying  party (at its  expense)  to assume the  defense of any
claim or any  litigation  resulting  therefrom;  provided  that  counsel for the
indemnifying  party,  who shall conduct the defense of such claim or litigation,
shall be reasonably  acceptable to the  indemnified  party,  and the indemnified
party may participate in such defense at the indemnified  party's  expense;  and
provided,  further,  that the failure by any indemnified party to give notice as
provided in this paragraph (c) shall not relieve the  indemnifying  party of its
obligations  under this Section 8 except to the extent that the failure  results
in a failure of actual notice to the  indemnifying  party and such  indemnifying
party is  prejudiced  solely  as a result  of the  failure  to give  notice.  No
indemnifying  party,  in the  defense  of any such claim or  litigation,  shall,
except  with the  consent  of each  indemnified  party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  indemnified  party
of a release  from all  liability  in respect to such claim or  litigation.  The
reimbursement  required  by this  Section 8 shall be made by  periodic  payments
during  the  course  of the  investigation  or  defense,  as and when  bills are
received or expenses incurred.

     9. Contribution in Lieu of Indemnification. If the indemnification provided
for in  Section 8 hereof  is  unavailable  to a party  that  would  have been an
indemnified  party  under any such  section in respect  of any  losses,  claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each party that would have been an indemnifying  party thereunder shall, in lieu
of indemnifying such indemnified party, contribute to the amount paid or payable
by such  indemnified  party as a  result  of such  losses,  claims,  damages  or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and such
indemnified  party on the other in connection  with the  statements or omissions
which resulted in such losses,  claims,  damages or  liabilities  (or actions in
respect thereof).  The relative fault shall be determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by the indemnifying party or such indemnified party and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.  The Company and each Stockholder
agree that it would not be just and equitable if  contribution  pursuant to this
Section 9 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account the equitable  considerations referred to
above in this Section 9. The amount paid or payable by an indemnified party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred to above in this  Section 9 shall  include any legal or other
expenses  reasonably  incurred  by such  indemnified  party in  connection  with
investigating  or  defending  any such  action  or claim.  No  Person  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to  indemnification  or contribution  from any
Person who was not guilty of such fraudulent misrepresentation.

     10. Rule 144  Requirements;  Form S-3. The Company will use its  reasonable
best  efforts  in good  faith to take all steps  necessary  to  ensure  that the
Company will be eligible to register  securities on Form S-1, S-2, SB-1, SB-2 or
S-3 (or any comparable  forms adopted by the Commission) and to file all reports
required to be filed by it under the  Securities  Exchange  Act of 1934 in order
that there will be publicly available current public information  concerning the
Company within the meaning of Rule 144(c) of the Commission under the Securities
Act.  The Company  will  furnish to any  Stockholder,  upon request made by such
Stockholder,  a written  statement  signed  by the  Company,  addressed  to such
Stockholder,  describing briefly the action the Company has taken or proposes to
take to comply with the current public information requirements of Rule 144. The
Company  will,  at the  request  of any  Stockholder,  upon  receipt  from  such
Stockholder of: (x) a certificate certifying: (i) that such Stockholder has held
such  Restricted  Securities for a period of not less than three (3) consecutive
years (or such shorter period as may be permitted by Rule 144 from time to time)
within  the  meaning  of Rule 144,  (ii) that such  Stockholder  has not been an
affiliate  (as defined in Rule 144) of the Company for more than the  ninety-two
(92)  preceding  days,  (or such shorter  period as may be permitted by Rule 144
from time to time) and (iii) as to such other matters as may be  appropriate  in
accordance  with such Rule; and (y) if not waived in writing by the Company,  an
unqualified  written opinion of counsel  knowledgeable in securities law matters
as to clauses  (i) and (ii)  above,  addressed  to the  Company  and  reasonably
acceptable  in  form  and  substance  to the  Company,  remove  from  the  stock
certificates  representing  such  Restricted  Securities  that  portion  of  any
restrictive  legend  which  relates  to  the  registration   provisions  of  the
Securities  Act, and,  thereupon,  such  Restricted  Securities will cease to be
Restricted Securities for purposes of this Agreement.

     11. Participation in Underwritten Registrations.  No person may participate
in any underwritten  registration pursuant to this Agreement unless such person:
(a)  agrees to sell  such  person's  securities  on the  basis  provided  in any
underwriting arrangements approved by the persons entitled, under the provisions
hereof,  to approve  such  arrangements,  and (b)  completes  and  executes  all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents   reasonably   required  by  the  terms  of  such  underwriting
arrangements.  Any Stockholder to be included in any  underwritten  registration
shall be entitled at any time to withdraw such  Restricted  Securities from such
registration prior to the execution of the related underwriting agreement in the
event  that  such  Stockholder  shall  disapprove  of any of the  terms  of such
agreement.

     12. Miscellaneous.

          (a) No  Inconsistent  Agreements.  The Company  hereby  represents and
warrants that it is not a party to or bound in any manner  under,  and covenants
that it will not enter into at any time after the date hereof,  any agreement or
contract  (whether  written or oral) with respect to any of its securities which
grants to any  securityholder  (other  than  under  this  Agreement)  any demand
registration  rights or prevents the Company from  complying in any respect with
the registration rights granted by the Company to the Stockholders hereunder.

          (b)  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
including the provisions of this paragraph (b), may not be amended,  modified or
supplemented,  and any  waiver or consent  to or any  departure  from any of the
provisions  of this  Agreement  may not be given  and  shall  not  become  or be
effective,  unless and until (in each case) the Company  shall have received the
prior  written  consent  of the  holders  of at least 66 2/3% of the  Restricted
Securities  then  outstanding to any such amendment,  modification,  supplement,
waiver or consent; provided however, that any amendment,  modification or waiver
of any  provision of this  Agreement  that  affects only one or more  particular
parties  hereto to this  Agreement  may become  effective  only with the written
approval of such party or parties.

          (c) Restricted Securities Held by the Company. Whenever the consent or
approval of  Stockholders  is required  pursuant to this  Agreement,  Restricted
Securities held by the Company shall not be counted in determining  whether such
consent or approval was duly and properly given by such Stockholders.

          (d) Term.  The  agreements of the Company  contained in this Agreement
shall  continue  in full force and effect so long as any  Stockholder  holds any
Restricted Securities.

          (e) Notices. Any notice or other communication in connection with this
Agreement  shall be deemed to be  delivered  if in writing  (or in the form of a
telex or telecopy) addressed as provided below (a) when actually  delivered,  in
person, (b) when telexed or telecopied to said address,  confirmed by registered
or certified mail, (c) when received if delivered by overnight  courier,  or (d)
in the case of delivery by mail,  three  business  days shall have elapsed after
the same shall have been deposited in the United States mails,  postage  prepaid
and registered or certified:

               (i) if to a  Stockholder,  at such  Stockholder's  address on the
          stock  transfer  books of the Company  (which the  Company  shall make
          available  for   determining   the  address  of  any  Stockholder  for
          notification purposes hereunder) with a copy to:

                         John E. Ottaviani, Esq.
                         Edwards & Angell
                         2700 Hospital Trust Tower
                         Providence, RI  02903

               (ii) if to the Company, at:

                         Three University Plaza
                         Hackensack, NJ  07601
                         Attention:  William Weiss, CEO

               with a copy to:

                         Richard A. Goldberg, Esq.
                         Shereff, Friedman, Hoffman & Goodman, L.L.P.
                         919 Third Avenue
                         New York, NY   10022

and  thereafter  at such other  address,  notice of which is given in accordance
with the provisions of this Section 13(e).

          (f) Successors and Assigns.  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  assigns  of each of the  parties,
including, without limitation,  subsequent holders of Stock agreeing to be bound
by all of the terms and  conditions of this Agreement by executing an Instrument
of Accession in the form set forth in attached Exhibit A.

          (g)  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same instrument.

          (h) Headings.  The headings in this  Agreement are for  convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect  the  meaning,  construction  or  effect  of  any of the  terms  of  this
Agreement.

          (i) Governing Law. The validity, performance,  construction and effect
of this  Agreement  shall be governed by and  construed in  accordance  with the
internal laws of the State of New York,  without  giving effect to principles of
conflicts of law.

          (j) Severability.  In the event that any one or more of the provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

          (k)  Facsimile  Execution.  To evidence  the fact that it has executed
this Agreement, a party may send a copy of its executed counterpart to the other
party by  facsimile  transmission.  That party shall be deemed to have  executed
this Agreement on the date it sent such facsimile  transmission.  In such event,
such party shall deliver to the other party the  counterpart  of this  Agreement
executed by such party for receipt on the next business day.

          (l) Entire  Agreement.  This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein,
with respect to the  registration  rights granted by the Company with respect to
the Restricted  Securities.  This Agreement  supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                            PAPERCLIP SOFTWARE, INC.


                                            By/s/William Weiss
                                              __________________________________
                                                 William Weiss
                                                 CEO



                                            PURCHASER:

                                            ACCESS SOLUTIONS INTERNATIONAL, INC.


                                            By:/s/Robert H. Stone
                                               _________________________________
                                                  Robert H. Stone
                                                  President and CEO