THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
   ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
  TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS
      THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
  SECURITIES OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION
 IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
                          SUCH ACT OR SUCH STATE LAWS.


                           CONVERTIBLE PROMISSORY NOTE

$300,000                                                        January 29, 1997

I.  PROMISE TO PAY

     1. FOR VALUE RECEIVED, the undersigned PAPERCLIP SOFTWARE, INC., a Delaware
corporation   (the  "Maker"),   hereby  promises  to  pay  to  ACCESS  SOLUTIONS
INTERNATIONAL,  INC.,  a  Delaware  corporation  at  650  Ten  Rod  Road,  North
Kingstown, Rhode Island 02852 ("Access"), or its permitted assigns (collectively
with Access,  the "Payee"),  the principal sum of Three Hundred Thousand Dollars
($300,000)  together with interest  thereon at the rate of twelve  percent (12%)
per annum based upon the actual number of days elapsed over a 360 day year.

     2. This Note is the "Note" issued in accordance with that certain Letter of
Intent dated  January 2, 1997 (the "Letter of Intent")  between Maker and Payee.
Capitalized  terms used herein and not defined are used with the same meaning as
set forth in the Letter of Intent.

     3. Accrued and unpaid  interest on this Note shall be payable  quarterly in
arrears commencing April 1, 1997 and continuing  quarterly thereafter on July 1,
1997,  October  1,  1997,  January  2,  1998 and  until  the  Maturity  Date (as
hereinafter defined).

     4.  Subject to the earlier  conversion  hereof  pursuant to the  conversion
rights set forth  below,  this Note shall be due and  payable in full on January
27, 1998 (the "Maturity  Date") or earlier,  at the election of the Payee,  upon
the happening of any of the following events:

     (a) the  Maker  shall (i)  discontinue  its  business  (as  evidenced  by a
resolution  of Maker's  Board of Directors or  stockholders),  (ii) apply for or
consent to the appointment of a receiver, trustee, custodian or liquidator of it
or any of its property, (iii) admit in writing its inability to pay its debts as
they mature, (iv) make a general assignment for the benefit of creditors, (v) be
adjudicated  a bankrupt  or  insolvent  or be the subject of an order for relief
under Title 11 of the United  States  Code or (vi) file a voluntary  petition in
bankruptcy,  or a petition or an answer seeking reorganization or an arrangement
with  creditors  or  to  take  advantage  of  any  bankruptcy,   reorganization,
insolvency,  readjustment of debt, dissolution or liquidation law or statute, or
an answer  admitting the material  allegations of a petition filed against it in
any such proceeding under any such law;

     (b) there shall be filed against the Maker an  involuntary  petition  under
any bankruptcy,  reorganization or insolvency law of any  jurisdiction,  whether
now or  hereafter  in effect  if,  within  one  hundred  and  eighty  days (180)
following the service on the Maker of any such petition, the same shall not have
been discharged, released or vacated;

     (c) The Maker  shall sell or  transfer  substantially  all of its assets or
business units to someone other than Access;

     (d) The Maker shall fail to pay any interest payment  obligation  contained
in this Note within five (5) days of when due;

     (e)  The  Maker  shall  be in  default  of any  other  material  obligation
contained  in this Note or in the  Security  Agreement  or  Registration  Rights
Agreement of even date,  which default,  has not been cured within ten (10) days
after the receipt by Maker of notice thereof from Payee,  or, if such default is
not  capable  of being  cured  within  ten days,  Maker  has not  begun  efforts
satisfactory to Payee to cure such default within such ten-day period.

     5.  Maker may  prepay  this Note at any time  after  having  given at least
thirty (30) days prior written notice to Payee.

     6. Payment of principal and interest  hereunder are payable in lawful money
of the United  States of America at the office of the Payee at the  address  set
forth above or at such other address as Payee shall designate from time to time.

     7. All  agreements  between  the Maker and the Payee are  hereby  expressly
limited  so that in no  contingency  or event  whatsoever,  whether by reason of
acceleration of maturity of the indebtedness or otherwise, shall the amount paid
or agreed to be paid to the Payee for the use,  forbearance  or detention of the
indebtedness  evidenced  hereby  exceed the  maximum  amount  which the Payee is
permitted to receive under applicable law. If, for any circumstances whatsoever,
fulfillment  of any provision  hereof,  or of the Letter of Intent,  at the time
performance of such provision shall be due, shall involve exceeding such amount,
then the obligation to be fulfilled shall  automatically be reduced to the limit
of such validity,  and if from any circumstance the Payee should ever receive as
interest an amount  which would exceed such  maximum  amount,  such amount which
would be excessive  interest  shall be applied to the reduction of the principal
balance evidenced hereby and not to the payment of interest. As used herein, the
term  "applicable  law"  shall  mean the law in  effect  as of the date  hereof,
provided,  however, that in the event there is a change in the law which results
in a higher  permissible  rate of interest,  then this Note shall be governed by
such new law as of its effective  date. This provision shall control every other
provision of all agreements between the Maker and the Payee.

     8. This Note and all  transactions  hereunder and/or evidenced herein shall
be governed by, and construed and enforced in accordance  with,  the laws of the
State of New York  (without  giving  effect to any  conflicts  or choice of laws
provisions which would cause the application of the domestic substantive laws of
any other  jurisdiction).  MAKER AND PAYEE EACH HEREBY WAIVES TRIAL BY JURY WITH
RESPECT TO ANY PROCEEDING INVOLVING THIS NOTE.

     9. If this  Note  shall  not be paid  when due and  shall be  placed by the
holder  hereof  in the  hands of any  attorney  for  collection,  through  legal
proceedings or otherwise,  the Maker will pay reasonable  attorneys' fees to the
holder  hereof  together  with  reasonable  costs and  expenses  of  collection,
including,  without  limitation,  any such attorneys'  fees,  costs and expenses
relating to any  proceedings  with  respect to the  bankruptcy,  reorganization,
insolvency, readjustment of debt, dissolution or liquidation of the Maker or any
party to any agreement or instrument securing this Note.

     10.  The Maker  hereby  waives  presentment,  demand,  notice of  dishonor,
protest  and all other  demands  and notices in  connection  with the  delivery,
acceptance, performance and enforcement of this Note.

     11.  This Note is secured by and  entitled  to the  benefits  of a Security
Agreement of even date herewith.

     12.  Payee shall have the right to assign or  negotiate  all or any part of
this  Note and all  associated  rights to  interest,  conversion,  security  and
registration  to Joseph  Stevens & Company,  L.P.  without the prior  consent of
Maker only upon the  consummation  of the  purchase of Maker's  assets by Access
contemplated  by the Letter of Intent  and a merger  between  Maker and  another
entity arranged by Joseph Stevens & Company, L.P.

     13. To evidence the fact that it has executed  this Note,  Maker may send a
copy of the  executed  Note to Payee by facsimile  transmission.  Maker shall be
deemed  to  have  executed  this  Note  on  the  date  it  sent  such  facsimile
transmission.  In such event, Maker shall deliver to Payee the executed Note for
receipt on the next business day.

II. CONVERSION RIGHTS

     1. At the option of the Payee,  all or part of the  principal of this Note,
together with the interest accrued on such converted principal,  may at any time
while this Note is outstanding,  be converted into fully paid and non-assessable
shares  of the  common  stock,  $.01 par  value,  of the Maker  (the  "Converted
Shares"),  at the Conversion Rate, determined as hereinafter provided, in effect
at the time of  conversion  for such  principal and interest  (hereinafter,  all
"Conversion").

     2. (a) The rate at which the  principal  amount  of this  Note and  accrued
interest thereon shall be converted into Converted Shares shall initially be one
share of common stock for each  twenty-five  cents ($.25) of the  principal  and
interest amount hereof (the "Conversion Rate").

        (b) In the event  that,  while  this Note is  outstanding,  from time to
time,  the Maker shall issue any shares of its common  stock or any  Convertible
Securities (as defined below) at a price of less than  twenty-five  cents ($.25)
per share (the "New  Issue  Share  Price"),  then the  Conversion  Rate shall be
adjusted to be equal to the lowest New Issue Share Price in any such transaction
after the date hereof.

     3. (a) In order to exercise  the  Conversion  privilege,  the Payee of this
Note shall deliver such Note to the Maker at the principal  office of the Maker,
accompanied  by written notice to the Maker,  duly signed by such Payee,  of its
election  to convert  the same.  Such  notice  shall  also state the  address or
addresses to which the  certificate  or  certificates  evidencing  the Converted
Shares,  and any other  securities,  and  evidences  of  ownership  of any other
property,  issuable upon such  conversion  shall be transmitted  after the issue
thereof upon such  conversion.  As promptly as practicable  after the receipt of
such notice and  surrender of this Note as  aforesaid,  the Maker shall issue in
the name of such Payee, and shall, after any such issue,  transmit to such Payee
at such address or  addresses,  a certificate  or  certificates  evidencing  the
Converted  Shares,  and any other  securities  and evidences of ownership of any
other  property,  issuable upon the  conversion of this Note (or such  specified
portion  hereof).  If the  Conversion  is for less  than  the  then  outstanding
principal and interest of the Note, Maker agrees to execute and deliver to Payee
a promissory note for the balance due on the Note, which  replacement note shall
be on the same terms and conditions as set forth herein.

        (b) Such  Conversion  shall be deemed to have been effected at the close
of  business  on the date on which  such  notice  and this Note  shall have been
delivered to the Maker as aforesaid, and at such time the Payee shall become and
be deemed to be the owner of record of such  Converted  Shares,  and of any such
other securities and other property,  issuable upon such conversion,  whether or
not the stock transfer books of the Maker shall then be open, and whether or not
the Maker shall fail,  neglect or refuse to accept such delivery and/or to issue
and/or deliver the  certificate  or  certificates  for such Converted  Shares or
securities, or other evidences or ownership of such other property.

     4. The Maker  covenants  that it will at all times  preserve  its rights to
issue and keep available,  free from preemptive rights, sufficient capital stock
to permit the conversion of this Note then  outstanding in full at any time. The
Board of  Directors of the Maker shall take  appropriate  action to reserve from
the Maker's  authorized but unissued capital stock  sufficient  shares of common
stock to  permit  the  conversion  of the full  amount of the  principal  of and
accrued interest on this Note, which reservation shall be noted in the books and
records and, if appropriate, the financial statements of the Maker.

     5. The Maker  covenants that all Converted  Shares which may be issued upon
the conversion of this Note will, upon issuance,  be validly issued,  fully paid
and  non-assessable,  and free from all taxes,  excluding  income  taxes,  gross
receipts taxes or any similar tax based upon the earnings,  receipts,  income or
gain to the Payee.

     6. The term "Convertible  Securities" shall mean any class of securities of
the Maker which by its terms shall be convertible  into or exchangeable  for any
common stock of the Maker.

     7. This Note is further  entitled to the benefits of a Registration  Rights
Agreement of even date herewith.

III. COVENANTS

     1. So long as this Note is  outstanding  the Maker  covenants and agrees as
follows:

     (a) The Maker shall  maintain in full force and effect its  existence  as a
Delaware corporation,  its rights and franchises and all licenses,  permits, and
other rights to use trademarks,  trade names, copyrights, trade secrets, patents
or  processes  owned or  possessed by it and deemed by it to be necessary to the
conduct  of  its  business  and  shall  comply  with  all  applicable  laws  and
regulations,  whether now in effect or hereinafter enacted or promulgated by any
governmental authority having jurisdiction.

     (b) The Maker  shall  duly pay and  discharge  or cause to be duly paid and
discharged,  before  the same  becomes  delinquent,  all  taxes  (including  all
employment  and  payroll  taxes),  assessments  and other  governmental  charges
imposed  upon it or any of its  properties  or in  respect of its  franchise  or
income; provided,  however, that (unless and until foreclosure,  distraint, sale
or any similar  proceeding shall have been commenced) no such tax or charge need
be paid if being  contested  in good  faith  by  proper  proceedings  diligently
conducted and if such reservation or other  appropriate  provisions,  if any, as
shall be required by generally accepted accounting  principles,  shall have been
made therefor.

     (c) The Maker will promptly  notify the Payee in writing of any  litigation
against it that has been instituted or is pending,  or to the Maker's  knowledge
threatened,  the  outcome of which might have a material  adverse  affect on the
Maker's financial conditions, business or operations.

     (d) Upon request of the Payee, the Maker will provide the Payee with copies
of all filings  made by the Maker with federal  (including  the  Securities  and
Exchange Commission), state or local governmental bodies or agencies.

     2. The Maker covenants that, so long as this Note is outstanding, the Maker
shall not do any of the following:

     (a) Create, incur, assume or permit to exist, any mortgage, pledge, lien or
other  encumbrance  on any of its  properties  or  assets  whether  now owned or
hereafter acquired; provided, however, that the foregoing restrictions shall not
apply to:

          (i) a  security  interest  in favor  of NCC  Export  Systems  1995 LTD
          ("NCC"),  created  pursuant to that certain  Reschedule  Agreement and
          that  certain  Security  Agreement,  each  dated as of the 21st day of
          October,  1996,  by and  among  Maker and NCC (the  obligations  being
          secured by such lien  shall be repaid  from the  proceeds  of the loan
          evidenced by this Note);

          (ii) liens for taxes,  assessments and other governmental  charges and
          levies not yet  delinquent or thereafter  payable  without  penalty or
          interest  or  (if  foreclosure,   distraint,  sale  or  other  similar
          proceeding  shall not have been  commenced)  being  contested  in good
          faith  by  appropriate   proceedings  diligently  conducted,  if  such
          reservation  or  other  appropriate  provision,  if any,  as  shall be
          required by generally accepted  accounting  principles shall have been
          made therefor;

          (iii) purchase money security interests;

          (iv)  liens  of  carriers,  warehousemen,  materialmen  and  mechanics
          incurred in the  ordinary  course of business  for sums not yet due or
          being   contested  in  good  faith  and  by  appropriate   proceedings
          diligently  conducted,   if  such  reservation  or  other  appropriate
          provision,  if  any,  as  shall  be  required  by  generally  accepted
          accounting principles shall have been made therefor;

          (v) liens,  encumbrances,  pledges,  or deposits of personal  property
          incurred  in the  ordinary  course  of  business  in  connection  with
          workmen's  compensation,   unemployment  insurance  and  other  social
          security programs or to secure  performance of statutory  obligations,
          surety  and appeal  bonds,  performance  or return of money  bonds and
          other  obligations of a like nature  (exclusive of obligations for the
          payment of money borrowed); or

          (vi) liens arising from  judgments,  so long as the execution  thereof
          shall  be  stayed  or  other  appropriate  relief  therefrom  shall be
          obtained pending appeal.

     (b) Create, incur, assume or otherwise become or remain liable, directly or
indirectly,  for any manner of  indebtedness  or liability  for  borrowed  funds
(other than funds previously  borrowed pursuant to that certain convertible note
dated on or about December 16, 1996),  whether by loan, guaranty,  mortgage,  or
otherwise, provided that: (i) existing factoring or credit arrangements shall be
permitted to remain in effect and the Maker may obtain credit pursuant  thereto,
and (ii)  accounts  payable  and  accrued  expenses  shall  not be  deemed to be
obligations for borrowed funds.

     (c) Merge with or into any person other than Access;

     (d) Directly or indirectly sell, lease or otherwise dispose of any material
part of its properties,  assets, rights, permits, licenses and franchises to any
person other than Access, except in the ordinary course of business.

     (e) Sell or otherwise  dispose of any capital  stock of any  subsidiary  or
permit  any  subsidiary  to  sell  or  otherwise  dispose  of any of its  equity
interests or capital stock.

     (f) Make any advance or loan to any  person,  firm or  corporation,  except
intercompany advances and reasonable travel or business expenses advanced to the
Maker's  employees in the ordinary course of business,  or invest in, acquire or
hold  any  securities  of  any  other  person  or  firm,  except  shares  of its
subsidiaries  and bank  certificates  of deposit,  which are fully insured by an
agency of the United States, or direct obligations of the United States.

     (g) Issue any additional  capital stock (other than as may be required upon
the exercise of any currently  outstanding  options and warrants) or any options
or warrants to purchase such capital stock or securities  convertible  into such
capital stock.

     IN WITNESS  WHEREOF,  the Maker has caused  this Note to be executed by its
duly authorized officer as of the date first above written.

                                            PAPERCLIP SOFTWARE, INC.



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