SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No._)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
      (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

                      Access Solutions International, Inc.
                      ------------------------------------
                (Name of Registrant as Specified in Its Charter)


                                       N/A
                                       ---
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

          (1) Title of each class of securities to which transaction applies:

          Common Stock, $0.01 par value, of Access Solutions International, Inc.
          ("ASI Common Stock")

          (2) Aggregate number of securities to which transaction applies:

          4,538,940 shares of ASI Common Stock

          (3) Per unit price or other underlying  value of transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

          The filing fee of $250.00 was calculated  pursuant to Rule  0-11(c)(2)
          of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
          Act"),  by  multiplying  1/50th of 1% by the aggregate of the cash and
          value of the securities and other property estimated to be distributed
          to security holders.

          (4) Proposed maximum aggregate value of transaction: $1,250,000

          (5) Total fee paid: $250.00


[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

     (1)     Amount Previously Paid:

     Not applicable

     (2)     Form, Schedule or Registration Statement No.:

     Not applicable

     (3)     Filing Party:

     Not applicable

     (4)     Date Filed:

     Not applicable







                      Access Solutions International, Inc.
                                650 Ten Rod Road
                            North Kingstown, RI 02852

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON NOVEMBER 26, 2002

To the Stockholders of
Access Solutions International, Inc.:

NOTICE  IS  HEREBY  GIVEN  that a  Special  Meeting  of  Stockholders  of Access
Solutions International,  Inc., a Delaware corporation (the "Company" or "ASI"),
will be held on Tuesday,  November 26, 2002,  at 10:00 a.m.  local time,  at the
offices  of Edwards & Angell,  LLP,  2800  Financial  Plaza,  Providence,  Rhode
Island, to consider and vote upon the following proposals:

1.   To ratify and approve the Plan of Complete  Liquidation  and Dissolution of
     the  Company,  substantially  in the  form of  Exhibit  A  attached  to the
     accompanying Proxy Statement.

2.   To transact such other business as may properly come before the meeting and
     any adjournments thereof.

Only  stockholders  of record at the close of business on October 11, 2002,  the
record date fixed by the Board of  Directors,  are  entitled to notice of and to
vote at the meeting and any adjournment thereof.

                                By Order of the Board of Directors,


                                Thomas E. Gardner
                                Chairman of the Board of Directors


North Kingstown, Rhode Island

October 21, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,  PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.



                    QUESTIONS AND ANSWERS ABOUT THE PROPOSAL

Q:   WHAT WILL BE VOTED ON AT THE SPECIAL MEETING?

    A:  The proposal to be voted on at the Special  Meeting is whether to ratify
        and approve the Plan of Complete Liquidation and Dissolution attached as
        Exhibit A (the "Plan").

Q:   WHAT WILL HAPPEN IF THE PLAN IS APPROVED?

    A:  If the  Plan  is  approved,  we will  complete  the  liquidation  of our
        remaining   assets,   satisfy  our   remaining   obligations   and  make
        distributions to our stockholders of available liquidation proceeds.

Q:   WHEN WILL THE STOCKHOLDERS  RECEIVE ANY PAYMENT FROM THE LIQUIDATION OF THE
     COMPANY?

    A:  We anticipate that an initial  distribution of liquidation proceeds will
        be made to the  stockholders  sometime in December 2002 or January 2003.
        Thereafter,  as we liquidate our remaining assets and properties we will
        distribute available  liquidation  proceeds,  if any, to stockholders as
        the  Board  of  Directors  deems  appropriate.  We  anticipate  that the
        majority of the remaining  liquidation proceeds will be distributed over
        a period of no more than three years.

Q:   WHAT IS THE AMOUNT OF THE PAYMENT THAT  STOCKHOLDERS  WILL RECEIVE FROM THE
     LIQUIDATION OF THE COMPANY?

    A:  Because of the  uncertainties  as to the precise net realizable value of
        our assets that we have not yet sold and the ultimate  settlement amount
        of our  liabilities,  it is  impossible  to predict with  certainty  the
        aggregate  net  value  which  will  ultimately  be  distributed  to  our
        stockholders.  We believe that the proceeds  stockholders  could receive
        over time is up to approximately  $.35 per share;  however we are unable
        at this time to predict  the  precise  nature,  amount and timing of any
        distributions,  due in part to our inability to predict the net value of
        our non-cash  assets,  the  ultimate  value of the hardware and software
        maintenance  contracts,  the financial  ability of PaperClip to complete
        its payments on its term loan and the ultimate amount of our liabilities
        and the cost of Directors  and Officers  insurance.  If we are unable to
        settle these liabilities or achieve a sufficient value for our remaining
        non-cash assets, our stockholders may not receive any proceeds after the
        initial payment. See the factors described by us beginning on page 10 of
        this Proxy Statement which could result in no proceeds to stockholders.

Q: WHAT DO THE COMPANY STOCKHOLDERS NEED TO DO NOW?

    A:  After carefully  reading and  considering  the information  contained in
        this Proxy Statement,  each ASI stockholder should complete and sign his
        or her proxy and return it in the  enclosed  return  envelope as soon as
        possible so that his or her shares may be represented at the meeting.  A
        majority of shares  entitled to vote must be  represented at the meeting
        to enable us to conduct business at the meeting.

Q:   CAN THE COMPANY STOCKHOLDERS CHANGE THEIR VOTE AFTER THEY HAVE MAILED THEIR
     SIGNED PROXIES?

    A:  Yes. A  stockholder  can change his or her vote any time before  proxies
        are voted at the meeting. Each stockholder can change his or her vote in
        one of three ways.  First,  a stockholder  can send a written notice via
        registered  mail to  Access  Solutions  International,  Inc.,  c/o Point
        Gammon  Corporation,   One  Providence   Washington  Plaza,  4th  Floor,
        Providence,  RI 02903, at our executive offices,  stating that he or she
        would  like to  revoke  his or her  proxy.  Second,  a  stockholder  can
        complete  and submit a new proxy.  If a  stockholder  chooses  either of
        these two methods, he or she must submit the notice of revocation or the
        new proxy to the Company.  Third,  a stockholder  can attend the meeting
        and vote in person.

Q:   IF THE COMPANY SHARES ARE HELD IN "STREET NAME" BY A STOCKHOLDER'S  BROKER,
     WILL THE BROKER VOTE THESE SHARES ON BEHALF OF THE STOCKHOLDER?

    A:  A broker will vote  Company  shares  only if the holder of these  shares
        provides  the  broker  with  instructions  on how to vote.  Stockholders
        should follow the directions  provided by their brokers regarding how to
        instruct brokers to vote the shares.

Q: CAN I STILL SELL MY SHARES OF COMPANY COMMON STOCK?

    A:  We were  delisted  from the Nasdaq Stock Market on August 2, 1998 due to
        the low trading  price per share of our stock.  Trading,  if any, of our
        Common  Stock  is  conducted  on  the  over-the-counter  market  in  the
        so-called  "pink sheets" or on the  "Electronic  Bulletin  Board" of the
        National   Association  of  Securities   Dealers,   Inc.   Consequently,
        stockholders  may find it more  difficult  to  dispose  of, or to obtain
        accurate quotations as to the price of the Common Stock. In addition, we
        intend to close our stock transfer  books and restrict  transfers of our
        Common Stock after filing the Certificate of Dissolution  with the State
        of Delaware.




Q: WHO CAN HELP ANSWER QUESTIONS?

    A:  If you have any additional  questions  about the proposed Plan or if you
        need  additional  copies of this Proxy  Statement or any public  filings
        referred  to in this  Proxy  Statement,  you should  contact:  Thomas E.
        Gardner,  Chairman,  at (401)  854-0520.  Our public filings can also be
        accessed at the SEC's web site at www.sec.gov.







                      Access Solutions International, Inc.
                                650 Ten Rod Road
                            North Kingstown, RI 02852

                                 PROXY STATEMENT

                     FOR THE SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON NOVEMBER 26, 2002

Proxies in the form  enclosed  with this Proxy  Statement  are  solicited by the
Board of Directors of Access  Solutions  International,  Inc. (the  "Company" or
"ASI") for use at the Special  Meeting of Stockholders of the Company to be held
on  Tuesday,  November  26 , 2002 at 10:00 a.m.  local  time,  at the offices of
Edwards and Angell,  LLP, 2800 Financial Plaza,  Providence,  Rhode Island 02903
and any adjournments  thereof (the "Special Meeting").  This proxy statement and
the enclosed proxy are first being sent to  stockholders on or about October 21,
2002.

Only  stockholders  of record as of October 11, 2002 (the "Record Date") will be
entitled to vote at the Special  Meeting.  As of that date, there were 3,963,940
shares of Common  Stock,  par value  $0.01 per share,  of the  Company  ("Common
Stock") issued and outstanding. Each share of Common Stock outstanding as of the
Record Date will be entitled to one vote and  stockholders may vote in person or
by proxy.  Execution of a proxy will not in any way affect a stockholder's right
to attend the Special Meeting and vote in person. Any stockholder giving a proxy
has the right to revoke it by written notice to Access Solutions  International,
Inc., c/o Point Gammon Corporation,  One Providence Washington Plaza, 4th Floor,
Providence, Rhode Island, 02903 at any time before it is exercised, or by voting
in person at the Special Meeting.  If a stockholder is not attending the Special
Meeting,  any proxy or notice  should be  returned  in time for receipt no later
than the close of business on the day preceding the Special Meeting.

The  representation  in  person  or by  proxy  of at  least  a  majority  of the
outstanding  shares of Common Stock  entitled to vote at the Special  Meeting is
necessary to  establish a quorum for the  transaction  of business.  The matters
being  submitted to stockholders  require the affirmative  vote of a majority of
the issued and outstanding shares entitled to vote at the Special Meeting. Votes
cast by proxy or in person  at the  Special  Meeting  will be  tabulated  by the
Inspector of Elections  (the  "Inspector")  with the assistance of the Company's
transfer  agent.  The Inspector will also  determine  whether or not a quorum is
present. Abstentions are included in the number of shares present or represented
and voting on the proposal,  and, therefore,  will have the effect of a negative
vote.

At the  Special  Meeting,  a proposal  to ratify and  approve a plan of complete
liquidation  and  dissolution  of the  Company  will be  subject  to the vote of
holders of the  Company's  Common  Stock.  The Board of Directors of the Company
knows of no other matters to be presented at the Special  Meeting.  If any other
matter  should be  presented  at the  Special  Meeting  upon which a vote may be
properly  taken,  shares  represented  by all  proxies  received by the Board of
Directors will be voted with respect  thereto in accordance with the judgment of
the persons named as attorneys in the proxies.

Shares which abstain from voting as to a particular  matter,  and shares held in
"street  name" by brokers or nominees who indicate on their proxies that they do
not have discretionary  authority to vote such shares as to a particular matter,
will not be voted in favor of such matter, and will also not be counted as votes
cast or shares  voting on such  matter.  Accordingly,  abstentions  and  "broker
non-votes"  will have the effect of a vote  against the  proposal to approve the
plan of complete  liquidation and dissolution and any other matter requiring the
affirmative vote of a certain percentage of shares outstanding.


                             SECURITIES OWNERSHIP OF
                      MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain  information  known to us with respect to
beneficial  ownership  of the ASI Common  Stock as of June 30,  2002 by (i) each
stockholder  who  is  known  by us to  own  beneficially  more  than  5% of  the
outstanding ASI Common Stock, (ii) each of our current directors,  (iii) each of
our named  executive  officers  (as defined in the  Securities  Act of 1933,  as
amended) as of the end of our fiscal year,  and (iv) all directors and executive
officers  as a group.  Unless  otherwise  indicated,  each has sole  voting  and
investment power with respect to the shares beneficially owned.



                    Name and Address of           Shares of Common Stock      Percentage of
                      Beneficial Owner              Beneficially Owned        Common Stock

                                                                         
Robert H. Stone                                      100,000   (1)                2.46%
c/o Access Solutions International, Inc.
650 Ten Rod Road
North Kingstown, RI    02852

Thomas E. Gardner and Leslie A. Gardner (1)          113,891 (2)                  2.80%
93 Power Street
Providence, RI    02906

Adrian Hancock                                       100,000  (3)                 2.46%
c/o Point Gammon Corproation
One Providence Washington Plaza
4th Floor
Providence, RI 02903

David J. Capraro, Trustee of the David J. Capraro    390,000                      9.84%
Living Trust U/A/D 3/31/00
1682 Graefield
Birmingham, Michigan 48009

J. Michael Costello                                  757,212                     19.10%
74 Paterson Street
Providence, RI  02906

Directors and Executive Officers as a group          313,891 (1)(2)(3)            7.36%
(3 person group)
---------------------


(1)  Consists of 100,000  shares of ASI Common Stock  issuable  upon exercise of
     stock options and 13,891 individually owned.

(2)  Consists of 100,000  shares of ASI Common Stock  issuable  upon exercise of
     stock options.

(3)  Consists of 100,000  shares of ASI Common Stock  issuable  upon exercise of
     stock options.




                                 PROPOSAL NO. 1

                      RATIFICATION AND APPROVAL OF PLAN OF
                      COMPLETE LIQUIDATION AND DISSOLUTION

GENERAL

The  Board of  Directors  is  proposing  the Plan of  Complete  Liquidation  and
Dissolution  (the "Plan") for  ratification  and approval by our stockholders at
the Special Meeting. The Plan was approved by the Board of Directors, subject to
stockholder  approval,  on September  17, 2002 and went into effect on September
17, 2002.  A copy of the Plan is attached as Exhibit A to this Proxy  Statement.
Certain material features of the Plan are summarized below.  Stockholders should
read the Plan in its entirety.

The Board of Directors  unanimously  adopted  resolutions  on September 17, 2002
(the "Effective Date") which authorized the orderly liquidation of the Company's
assets  pursuant to the Plan.  The Plan  authorized  the  Company's  officers to
commence the sale of the Company's  individual  assets on September 18, 2002. As
of September 18, 2002, the Company's officers subsequently commenced the sale of
our assets and the general  winding down of the  Company's  business,  including
such  things as laying off  personnel,  terminating  commercial  agreements  and
exiting related obligations. As of the date of this Proxy Statement, the Company
has  completed  the sale of a  substantial  portion  of its  assets  and paid or
settled a substantial portion of its liabilities.  After the Effective Date, the
Company has not  engaged in any  business  activities  except for the purpose of
preserving  the value of its assets,  prosecuting  and defending  lawsuits by or
against it , adjusting  and winding up its  business  and  affairs,  selling and
liquidating its properties and assets,  including its intellectual  property and
other intangible assets, paying its creditors, terminating commercial agreements
and  relationships  and  preparing to make  distributions  to  stockholders,  in
accordance  with  the  Plan.  In  addition,  if  the  Plan  is  approved  by the
stockholders,  the  Company  will file a  Certificate  of  Dissolution  with the
Secretary of State of the State of Delaware.

The Board of Directors may, at any time,  turn management of the Company over to
a third party to complete the liquidation of our remaining assets and distribute
proceeds from the sale of assets to the stockholders  pursuant to the Plan. This
third-party  management  may be in the form of a liquidating  trust,  which,  if
adopted, would succeed to all of the assets,  liabilities and obligations of the
Company.  The Board of  Directors  may  appoint one or more of its  members,  an
officer of the  Company or a third  party to act as trustee or  trustees of such
liquidating  trust.  If, however,  all of the assets are not distributed  within
three  years after the date the  Certificate  of  Dissolution  is filed with the
State of Delaware, the Board will transfer the remaining assets to a liquidating
trust if it has not already done so. Your  ratification and approval of the Plan
will also constitute  your approval of any appointment and  compensation of such
trustees.

During the  liquidation  of the  Company's  assets,  the  Company may pay to its
officers,  directors,  employees,  and agents, or any of them,  compensation for
services  rendered  in  connection  with the  implementation  of the Plan.  Your
ratification  and  approval  of the Plan will  constitute  your  approval of the
payment of any such compensation.

The following resolution will be offered at the Special Meeting:

"Resolved,  that the Plan of Complete Liquidation and Dissolution recommended by
the Board of Directors be ratified and approved."


                       BACKGROUND AND REASONS FOR THE PLAN

Company Background

ASI, a Delaware  corporation formed in 1986,  assembled and supported  mainframe
information storage and retrieval systems, including both software and hardware,
for large  companies.  ASI's COLD and optical disk storage  systems,  which were
marketed under the brand names OAS and GIGAPAGE,  and GIGAPAGE DASDI,  were sold
principally  to a  limited  number of large  organizations  that had the need to
store and retrieve large quantities of computer-generated data.

On April 15,  1997,  the  Company and  PaperClip  Software,  Inc.  ("PaperClip")
entered  into an  agreement  for the  Company to acquire  substantially  all the
assets  and  liabilities  of  PaperClip,  which was later  amended to change the
acquisition  to a  merger.  The  Company  and  PaperClip  also  entered  into  a
management  agreement (the "Management  Agreement") which allowed the Company to
manage the day-to-day  operations of PaperClip and to advance funds on behalf of
PaperClip pursuant to an operating budget, in each case until the closing of the
Merger or the  termination  of the Merger  Agreement.  On January 29, 1997,  the
Company  provided a  $300,000  bridge  loan to  PaperClip  for use as  operating
capital  in  exchange  for a 12%  convertible  note from  PaperClip  secured  by
substantially  all the assets of  PaperClip.  In addition,  the Company had made
unsecured advances to PaperClip for funding of working capital requirements.

Despite  extensive  discussions  and  adjustments  in the terms of the  original
agreement,  PaperClip and ASI were unable to reach an acceptable  agreement.  At
the  termination of talks,  PaperClip owed ASI over  $1,922,554 in advances plus
the $300,000 bridge loan and had no immediate ability to repay these advances.

In November of 2000,  PaperClip  and ASI entered into an  agreement  whereby the
indebtedness to ASI in the amount of $300,000, plus all accrued interest through
December 31, 1999 in the amount of $105,300,  would be paid for by the execution
and delivery of a new  promissory  note from  PaperClip to ASI in the  aggregate
principal  amount of $405,300.  All amounts due under the new Note would be paid
for over a period of three (3) years in thirty-six  (36) equal  installments  of
$11,265 beginning on January 1, 2001. Although payments are current on the note,
ASI  has  fully  reserved  for  the  value  of the new  promissory  note  due to
PaperClip's poor financial condition.

As a result of the advances  made by ASI from  November 12, 1997 through  August
24, 1998,  PaperClip was indebted to ASI in the amount of  $2,305,506  including
interest. In November 2000, ASI exchanged the above indebtedness for shares of a
new class of PaperClip convertible preferred stock (the "Preferred Stock"). Each
share of Preferred  Stock is convertible  into one share of  PaperClip's  common
stock  ("PaperClip  Common Stock")  subject to  anti-dilution  protection in the
event of a stock split,  stock dividend,  recapitalization  or similar change to
the capital structure of PaperClip.  The shares are convertible anytime at ASI's
option or at PaperClip's option,  provided that immediately prior to conversion,
the PaperClip Common Stock has traded for not less than 60 consecutive days at a
closing price of 150% of the implied  conversion  price. The implied  conversion
price is derived by dividing the amount of the  additional  indebtedness  by the
number of shares of PaperClip  Common Stock  issuable upon  conversion by ASI of
the preferred  stock.  As of June 30, 2002, the  "Converted  Shares" would equal
27.5% of the outstanding  PaperClip  Common Stock.  The holders of the converted
PaperClip  Common  Stock  have  piggyback  registration  rights  on  the  shares
underlying  the  Preferred  Stock.  Such piggy back  registration  rights on the
converted  stock expire with respect to the holder when such shares are eligible
for sale pursuant to Rule 144(k)  promulgated  and the rules and  regulations of
the Securities Act of 1933. The Preferred Stock is not entitled to dividends and
will  have a  liquidation  preference  equal to  $2,305,506.  No value  has been
recorded  on the  Company's  financial  statements  for this  investment  due to
PaperClip's deteriorating stock value and its poor financial condition.

On August 29, 1997, ASI filed a complaint against Data/Ware  Development,  Inc.,
("Data/Ware"),  and Eastman Kodak Company ("Kodak") alleging infringement of two
of ASI's patents. The defendants counter-claimed and counter-sued ASI. The claim
stated that  Data/Ware  and Kodak  collectively  manufactured,  used and/or sold
equipment for recording  data on optical media and alleged that the  manufacture
and sale of such equipment, and use by purchasers thereof, infringed one or more
of the Company's patents. The claim called for an order enjoining the defendants
from further infringement of its patents,  damages and interest for infringement
and  reasonable  attorney's  fees and such other  relief  that the court  deemed
proper.

On May 27, 1998, in order to continue funding the patent  infringement  lawsuit,
ASI  completed  a  financing  agreement  that  called for the  purchase of a 30%
interest  in  several  of the  Company's  patents  by a  stockholder  and former
director,  for  $100,000.   These  patents  were  the  subject  of  the  pending
Data/Ware/Kodak  lawsuit..  In addition,  this same  stockholder also loaned the
Company  $650,000 and agreed to make  additional  advances up to $1,000,000  for
outstanding  and future  legal fees and costs  incurred in  connection  with the
lawsuit.

The loan was  secured by a first  priority  interest  in these  patents and bore
interest at the rate of 19% and was convertible  into Common Stock under certain
circumstances. The loan had a term of the lesser of three years or completion of
the Company's patent litigation and converted to a demand note at the end of its
term. On May 27, 2000, ASI obtained an amendment to the loan agreement extending
the due date to May 27,  2003 and  increasing  the amount that could be borrowed
under the loan to $1,500,000.

With  its  remaining   resources,   ASI  completed  and  stabilized  the  latest
development stage of its product,  completed other customer  contractual efforts
and upgraded its  customers as  appropriate.  The impact of the product  patient
infringement  by  Kodak/Anacomp  and the  marketing  power  of  both  companies,
however,  overpowered  any  ongoing  marketing  efforts  by  ASI.  In  addition,
technological advancements, the system's applicability to only the mainframe and
published,  limited financial resources reduced sales opportunities and customer
acceptance of ASI products.  Consequently,  in the fall of 1998,  ASI retrenched
both in personnel and technological development efforts.

On April 23, 2001,  ASI  announced  that it had  received a monetary  settlement
pursuant  to a signed  settlement  agreement  with  Anacomp,  Inc.  ("Anacomp"),
successor to Data/Ware, and Kodak resolving its patient infringement lawsuit.

After the  payment  of its  proportionate  share of the legal  fees and  related
expenses  and the  share of the  settlement  allocated  to the  co-owner  of the
patent, ASI received net proceeds of $4,175,583, $2,000,000 of which was used to
retire  outstanding  debt,  including  the  liability  to the  stockholder,  and
deferred payables.

The successful prosecution of the patent infringement case against Kodak/Anacomp
enabled ASI, after its legal fees and repayment to the  stockholder who financed
the  suit,  to repay  its long  patient  creditors  and  clean up other  issues.
Unfortunately,  the technology in the industry had changed and by-passed that of
ASI;  the  Company  had only  three  full time  employees,  none of whom had any
development  skills;  and the cost to reenter the market and  establish ASI as a
preferred  provider  was  significantly   greater  than  the  Company's  current
resources.  Given its  history and the current  lack of  management  and systems
development depth, ASI was not a prime opportunity for outside investors.

Review of Alternatives

On April 23, 2001,  ASI announced  that it had received the monetary  settlement
with Anacomp and Kodak. As a result of this settlement,  ASI also announced that
management would be assessing  strategic  alternatives  which would best benefit
its shareholders, customers and employees.

Over the  ensuing  months  in 2001  and  2002,  the  Company  contacted  several
investment firms and professionals  with contacts and/or clients in the small to
mid-sized technology field. The Board of Directors determined that to market the
Company aggressively would be disproportionately expensive compared to the value
of the Company. In addition,  the value of the Company was perceived as its free
cash, an amount considered small to most of the potentially  eligible  investors
or buyers.  Four  prospective  opportunities  did arise  through  an  investment
banking firm and two other  independent  sources.  In each case, the prospective
acquirer  was in an early to  later  stage  technology  development  phase  with
limited sales, a negative cash flow and incurring losses. In each case the Board
determined that the technological and financial risk to the current stockholders
was unacceptable.

The Board of Directors also determined that continuation of the current business
was also no longer viable.  Having  reduced all costs to a minimum,  the Company
was  operating  at  approximately  breakeven  cash  flow  and had  little  to no
opportunity  to expand its customer  base.  Although  current  customers  had to
continue to use the ASI system to retrieve information,  most had or were in the
process of installing  new  technology  for the future.  Thus,  the  maintenance
contracts currently in place had a finite life. The Board did believe,  however,
that the hardware and software maintenance contracts currently in place had some
present value to others in the maintenance  field with appropriate  economies of
scale,  and  accordingly  decided to pursue  this  approach.  Out of the various
companies contacted, five were identified, three expressed further interest, two
returned confidentiality agreements and both bid for the contracts.

As a result of this effort, on September 18, 2002, the Company announced that it
had sold its remaining hardware and software  maintenance  contracts to Computer
Upgrade   Corporation   (CUC),  a  privately  owned,  full  service   integrator
specializing  in  proven  turn-key  cross  platform   storage   solutions,   for
consideration of one-half of the gross margin on the contracts from July 1, 2002
through July 1, 2004. In consideration of this agreement,  ASI paid CUC $262,656
representing  one-half of the accrued but unearned  maintenance  gross margin on
the  contracts  in force as of July 1,  2002.  If all of the  current  contracts
remain in force and are  renewed  on the same  basis and price over the next two
years,  Access Solutions would earn $103,205 in deferred revenue and $228,310 in
gross margin from CUC.

In  summary,  during  this  period,  the  Company  worked to  maximize  business
efficiencies  and  eliminated  as many  operating  expenses  as was  prudent  to
conserve cash, service existing  customers and examine all options.  In the end,
however,  no party was  prepared to provide  capital or acquire the Company on a
basis  favorable to ASI  stockholders.  The Board of Directors  also  considered
whether to continue  maintaining  operations,  but  determined  that the lack of
sales, the lack of technologically qualified personnel remaining at the Company,
the lack of demand for its product and the  downturn  in the  Company's  market,
would only cause an erosion of the Company's cash and asset value, thus reducing
stockholder value without any assurance of a future recovery.  In addition,  the
Company's stock was trading below the anticipated cash liquidation  value of the
shares.  In light of these  factors,  the  Board of  Directors  determined  that
liquidation  and  dissolution  of the  company  was  the  best  way to  maximize
stockholder value.

Consistent with these findings and conclusions, on September 17, 2002, the Board
of Directors unanimously approved the Plan, subject to stockholder approval, and
the  orderly  wind  down of  operations,  including  authorizing  management  to
immediately  commence  efforts to sell the  majority  of the  Company's  assets,
terminate   commercial   agreements  and  relationships,   exit  its  commercial
obligations, and generally wind down the business and operations of the Company.
The Board  determined that the immediate sale of such assets was the best way to
maximize stockholder value. As of the date of this Proxy Statement,  the Company
has  completed  the sale of a  substantial  portion  of its  assets  and paid or
settled a  substantial  portion  of its  liabilities.  The  Board of  Directors'
decision  was  reached  after no  viable  offers to  acquire  the  Company  were
received.

Conclusion of the Board of Directors

On September 17, 2002, our Board of Directors  unanimously  adopted the Plan. In
arriving at this conclusion, the Board considered a number of factors, including
alternatives to the proposal and the future prospects of the Company, as well as
the oral advice of investment counselor Newbury Piret Cos., Inc. Prior to and at
the meeting of the Board of Directors on September 17, 2002,  the Board reviewed
its  conclusions  concerning the proposed  acquisitions,  and the investment and
strategic  partnering  opportunities.  The  Board of  Directors  had  been  kept
informed continuously of the Company's business affairs and financial condition,
and since April,  2001, has convened at numerous  separate  meetings to consider
these issues.  The Board  determined that the Company's  current product is well
behind the current  technology curve and that the cost to make it competitive in
an industry that is already  crowded and  dominated by several  large  companies
would be considerable and would require financing that would not be available to
the Company.  In addition,  the Company does not have any qualified personnel to
lead the  Company  to this  new  level.  Accordingly,  the  Board  of  Directors
determined  that it would not be advisable to continue to operate the Company on
an independent  basis  indefinitely if the potential for growth and availability
of financing were so limited. Further, after significant effort, the company had
not been  successful  in  identifying  a buyer  or  strategic  alliance  partner
acceptable  to the Company.  Based on this  information,  the Board of Directors
determined that  distribution to the stockholders of cash proceeds from the sale
of the Company's  assets would return the greatest value to the  stockholders as
compared  to other  alternatives,  and that  liquidation  would  prevent  future
erosion of stockholders' equity through potential net losses.

There can be no assurance that the  liquidation  value per share of Common Stock
in the hands of the  stockholders  will  equal or exceed  the price or prices at
which the Common Stock has recently  traded or may trade in the future,  or that
the liquidation value will exceed zero. However, the Board of Directors believes
that  it is in the  best  interests  of the  Company  and  its  stockholders  to
distribute to the stockholders the Company's net assets, if any, pursuant to the
Plan. If the Plan is not ratified and approved by the stockholders, the Board of
Directors will explore what, if any,  alternatives  are available for the future
of the  Company,  particularly  in  light  of the  fact  that  the  Company  has
consummated  the sale of a  substantial  portion of its assets as of the date of
this Proxy  Statement.  The Board of Directors does not believe,  however,  that
there are viable  alternatives  to the Plan,  and even if there are, that any of
our employees would continue to be available to execute them.

                    FACTORS TO BE CONSIDERED BY STOCKHOLDERS
                     IN DECIDING WHETHER TO APPROVE THE PLAN

There are many factors that the  Company's  stockholders  should  consider  when
deciding  whether to vote to ratify and approve the Plan.  Such factors  include
those  set  forth in the  Company's  publicly  filed  reports,  as well as those
factors set forth below.

There are risks associated with forward-looking statements.

This Proxy Statement  contains  certain forward  looking  statements,  including
statements  concerning  the estimated  value of the  Company's  net assets,  the
anticipated  liquidation  value  per share of Common  Stock as  compared  to its
market price absent the proposed liquidation,  and the likelihood of stockholder
value  resulting from sale of certain of its significant  assets.  Some of ASI's
other assets may be difficult  for the Company to convert into cash,  and we can
make no assurance  that we will receive any material  amounts in respect of such
assets.  No assurance can be given that the amount to be received in liquidation
will equal or exceed the price or prices at which the Common  Stock has recently
traded or may trade in the  future,  or that the  liquidation  value will exceed
zero. Stockholders who disagree with the Board of Directors'  determination that
the  ratification  and  adoption  of the  Plan is in the best  interests  of the
Company and its stockholders should vote "against"  ratification and approval of
the Plan.

Stockholders  may be liable to  creditors  of the  Company for up to the amounts
they received from the Company if the Company's reserves are inadequate.

If the Plan is approved by the  stockholders,  a Certificate of Dissolution will
be filed with the State of  Delaware  dissolving  the  Company.  Pursuant to the
Delaware  General  Corporation  Law (the  "DGCL"),  the Company will continue to
exist for three years after the dissolution becomes effective or for such longer
period as the  Delaware  Court of  Chancery  shall  direct,  for the  purpose of
prosecuting and defending suits against it and enabling the Company gradually to
close its business, to dispose of its property, to discharge its liabilities and
to distribute to its stockholders any remaining  assets.  Under the DGCL, in the
event the Company fails to create an adequate contingency reserve for payment of
its expenses and liabilities  during this three-year  period,  each  stockholder
could  be  held  liable  for  payment  to  the   Company's   creditors  of  such
stockholder's  pro rata  share of  amounts  owed to  creditors  in excess of the
contingency  reserve.  The liability of any stockholder  would be limited to the
amounts  previously  received by such stockholder from the Company (and from any
liquidating trust or trusts).  Accordingly, in such event a stockholder could be
required to return all  distributions  previously made to such  stockholder.  In
such event, a stockholder could receive nothing from the Company under the Plan.
Moreover,  in the  event a  stockholder  has paid  taxes on  amounts  previously
received,  a  repayment  of all or a portion of such  amount  could  result in a
stockholder incurring a net tax cost if the stockholder's repayment of an amount
previously distributed does not cause a commensurate reduction in taxes payable.
There  can be no  assurance  that the  contingency  reserve  established  by the
Company  will be  currently  adequate  to cover all  expenses  and  liabilities.
However, after a review of its assets and liabilities, the Company believes that
the  reserves  will  be  adequate  and  that  a  return  of  amounts  previously
distributed  will not be  required.  See  "Contingent  Liabilities;  Contingency
Reserve; Liquidating Trust."

If ASI fails to retain the services of current key  personnel,  the Plan may not
succeed.

The  success of the Plan  depends in large  part upon the  Company's  ability to
retain the  services of certain of its current  personnel  to handle the sale of
the Company's  remaining  assets and  settlement  of the remaining  liabilities.
Although we have  retained the  services of Thomas E. Gardner for this  purpose,
the  retention  of  qualified  personnel  is  particularly  difficult  under the
Company's current circumstances.

ASI's stock transfer  books will close on the final record date,  after which it
will not be possible for stockholders to publicly trade in our stock.

The Company intends to close its stock transfer books and discontinue  recording
transfers of Common Stock at the close of business on the date the Company files
the   Certificate  of  Dissolution   (the  "Final  Record  Date").   Thereafter,
certificates   representing   the  Common  Stock  shall  not  be  assignable  or
transferable on the books of the Company except by will, intestate succession or
operation of law. The proportionate  interests of all of the stockholders of the
Company shall be fixed on the basis of their  respective  stock  holdings at the
close of business on the Final  Record Date,  and,  after the Final Record Date,
any  distributions  made by the Company shall be made solely to the stockholders
of record at the close of business on the Final  Record  Date,  except as may be
necessary to reflect  subsequent  transfers recorded on the books of the Company
as a result of any  assignments  by will,  intestate  succession or operation of
law.  For any other  trades  after the Final  Record  Date,  the  seller and the
purchaser of the stock will need to negotiate and rely on "due bill" contractual
obligations  between  themselves  with respect to the  allocation of stockholder
proceeds arising from ownership of the shares.

After  the  Company's  wind-down,   there  may  be  no  cash  to  distribute  to
stockholders  and if  there  is cash  to  distribute,  the  timing  of any  such
distribution is uncertain.

There is  currently  no firm  timetable  for the  distribution  of  proceeds  to
stockholders,  because of  contingencies  inherent  in winding up the  Company's
business.  The  liquidation  is  expected  to be  concluded  prior to the  third
anniversary  of the filing of the  Certificate  of  Dissolution in Delaware by a
final  liquidating  distribution  either  directly to the  stockholders  or to a
liquidating  trust. The proportionate  interests of all of our stockholders will
be  fixed on the  basis  of their  respective  stock  holdings  at the  close of
business on the Final Record Date, and after such date, any  distributions  made
by the  Company  will be made solely to  stockholders  of record on the close of
business on the Final Record Date,  except to reflect  permitted  transfers.  We
are, however,  currently unable to predict the precise nature,  amount or timing
of any distribution to stockholders. The actual nature, amount and timing of all
distributions  will  be  determined  by the  Board  of  Directors,  in its  sole
discretion,  and will depend in part upon ASI's ability to convert its remaining
assets into cash.

Uncertainties  as to the  precise  net value of ASI's  non-cash  assets  and the
ultimate  amount  of its  liabilities  make  it  impracticable  to  predict  the
aggregate  net  value  ultimately   distributable   to   stockholders.   Claims,
liabilities and expenses from operations  (including costs associated with ASI's
consultant's  efforts to sell its  remaining  assets  and  settle its  remaining
liabilities, taxes, legal and accounting fees and miscellaneous office expenses)
will  continue to be  incurred.  These  expenses  will reduce the amount of cash
available for ultimate distribution to stockholders.  However, no assurances can
be given that available cash and amounts  received on the sale of assets will be
adequate to provide for ASI's obligations,  liabilities, expenses and claims and
to make cash  distributions to stockholders.  If such available cash and amounts
received  from  the  sale of  assets  are not  adequate  to  provide  for  ASI's
obligations,  liabilities,  expenses and claims,  the Company may not be able to
distribute meaningful cash, or any cash, to its stockholders.

The Company's  inability to reach cash break-even and its resulting  dissolution
could give rise to  securities  class  action  claims  against  it,  which could
deplete the proceeds that are to be distributed to stockholders.

Securities  class action claims have been brought against  companies in the past
where  the  market  price  of the  company's  securities  has  fallen  due to an
inability  of  the  company  to  achieve  operational  profitability.  Any  such
litigation could be very costly and divert ASI's remaining  resources from being
available for  distribution to our  stockholders.  Any adverse  determination in
this kind of  litigation  could also  deplete  ASI's cash  position,  and reduce
proceeds that would otherwise be distributed to its stockholders.

The proceeds from the sale of ASI's assets may be less than anticipated.

Sales  of the  Company's  remaining  assets  will be made on such  terms  as are
approved by the Board of Directors and may be conducted by competitive  bidding,
public sales or privately negotiated sales. The prices at which ASI will be able
to sell these assets will depend largely on factors beyond its control.  Because
some of its remaining assets,  particularly  intellectual  property assets,  may
decline in value over time,  ASI may not be able to consummate the sale of these
assets in time to generate  meaningful value. In addition,  we may not obtain as
high a price  for a  particular  asset  as it  might  secure  if it were  not in
liquidation.

The Company may be unable to negotiate settlements with respect to its remaining
liabilities.

The Company is currently in the process of negotiating  settlements with respect
to its remaining  obligations and liabilities  which include without  limitation
building and facilities leases, tax obligations,  claims by licensees, contracts
and  trade  payables  with  third  parties.  If ASI is  unable  to  successfully
negotiate termination of these obligations,  it will have fewer cash proceeds to
distribute to its stockholders.

The Company may continue to incur the expense of complying  with public  company
reporting requirements.

The  company  has an  obligation  to  continue  to  comply  with the  applicable
reporting  requirements of the Securities Exchange Act of 1934, as amended, even
though compliance with such reporting  requirements is economically  burdensome.
In order to curtail expenses,  after filing the Certificate of Dissolution,  ASI
will seek relief from the Securities and Exchange  Commission from the reporting
requirements  under the Exchange  Act,  but there can be no assurance  that such
relief will be granted.  Until such relief is granted ASI will  continue to make
obligatory  Exchange Act filings.  ASI  anticipates  that even if such relief is
granted in the future,  ASI will continue to file current reports on Form 8-K to
disclose  material events relating to its liquidation and dissolution along with
any other reports that the Securities and Exchange Commission may require.

ASI's Board  members may have a potential  conflict of interest in  recommending
ratification and approval of the Plan.

Members of the Board of Directors, each of whom hold in-the-money stock options,
may be  deemed  to  have a  potential  contflict  of  interest  in  recommending
ratification  and approval of the Plan because the potential  liquidation  value
per share is greater than the current  trading  price of the common  stock.  See
"--Possible Effects of the Approval of the Plan Upon Directors and Officers."

Possible effects of the approval of the Plan upon directors and officers.

Other than as set forth below, it is not currently  anticipated that liquidation
of the Company will result in any material  benefit to any of our officers or to
directors who participated in the vote to adopt the Plan. The Board of Directors
may confer other  benefits or bonuses to employees  and officers of the Company,
including  officers who are also directors,  in recognition of their services to
the Company based on the  performance of such employees and officers,  including
performance during the Company's liquidation process.

The Plan was adopted by the unanimous  vote of  disinterested  directors.  It is
currently anticipated that the liquidation of the Company may result in a modest
increase in the value of ASI's  shares and  options  held by each  director  who
participated  in the vote on the Plan owns shares of common stock and/or options
to purchase  shares of common  stock and thus will  benefit from the adoption of
the plan.

                        PRINCIPAL PROVISIONS OF THE PLAN

The Company will distribute pro rata to its stockholders, in cash or in-kind, or
sell or  otherwise  dispose of, all of its  property  and assets.  To obtain the
highest price for the sale of the Company's assets and to preserve value for the
stockholders,  the Company  commenced the sale of its assets  immediately  after
approval of the Plan by the Board on September  17, 2002. As of the date of this
Proxy Statement,  the Company has completed the sale of a substantial portion of
its assets and paid or settled a substantial  portion of its liabilities and has
generally  terminated  its  commercial  agreements,  relationships  and  overall
operations.  All but two (2) employees have been laid off. In any case, the sale
of assets will be concluded prior to the third  anniversary of the filing of the
Certificate  of  Dissolution  with the  Delaware  Secretary  of State by a final
liquidating  distribution  either directly to the stockholders or to one or more
liquidating trusts. Any sales of the Company's assets have been and will be made
in private or public transactions and on such terms as are approved by the Board
of  Directors.  It is not  anticipated  that any further  votes of the Company's
stockholders  will be  solicited  with  respect to the  approval of the specific
terms of any particular sales of assets approved by the Board of Directors.  See
"Sales of the Company's Assets."

Subject  to  the  payment  or  the   provision  for  payment  of  the  Company's
indebtedness and other  obligations,  the Company's cash on hand,  together with
the  cash  proceeds  of any  sales  of  the  Company's  other  assets,  will  be
distributed  from time to time pro rata to the holders of the Common Stock.  The
Company intends to establish a reasonable  reserve (a "Contingency  Reserve") in
an amount  determined  by the Board of Directors to be sufficient to satisfy the
liabilities,  expenses  and  obligations  of the  Company  not  otherwise  paid,
provided for or  discharged.  The net balance,  if any, of any such  Contingency
Reserve remaining after payment, provision or discharge of all such liabilities,
expenses and obligations will also be distributed to the Company's  stockholders
pro rata. No assurances can be given that  available  cash and amounts  received
from  the  sale of  assets  will  be  adequate  to  provide  for  the  Company's
obligations,  liabilities, expenses and claims and to make cash distributions to
stockholders.  See  "Liquidating  Distributions;  Nature,  Amount,  Timing"  and
"Contingent Liabilities; Contingency Reserve; Liquidating Trust" below.

If deemed  necessary by the Board of Directors for any reason,  the Company may,
from time to time,  transfer  any of its  unsold  assets  to one or more  trusts
established for the benefit of the  stockholders of the Company,  which property
would  thereafter be sold or distributed  on terms approved by its trustees.  If
all of the Company's assets (other than the Contingency Reserve) are not sold or
distributed  prior  to  the  third  anniversary  of  the  effectiveness  of  the
dissolution of the Company, the Company will transfer in final distribution such
remaining  assets  to a trust.  The  Board of  Directors  may also  elect in its
discretion to transfer the Contingency  Reserve, if any, to such a trust. Any of
such trusts are  referred to in this Proxy  Statement as  "liquidating  trusts."
Notwithstanding the foregoing,  to the extent that a distribution or transfer of
any asset cannot be effected without the consent of a governmental authority, no
such  distribution  or transfer shall be effected  without such consent.  In the
event of a  transfer  of  assets  to a  liquidating  trust,  the  Company  would
distribute,  pro rata to the holders of its capital stock,  beneficial interests
in any such liquidating trust or trusts. It is anticipated that the interests in
any such trusts will not be transferable;  therefore, although the recipients of
the  interests  would be treated for tax purposes as having  received  their pro
rata share of property  transferred to the liquidating  trust or trusts and will
thereafter  take into account for tax purposes  their  allocable  portion of any
income,  gain  or loss  realized  by  such  liquidating  trust  or  trusts,  the
recipients of the interests  will not realize the value thereof unless and until
such liquidating  trust or trusts  distributes cash or other assets to them. The
Plan  authorizes  the Board of Directors to appoint one or more  individuals  or
entities to act as trustee or trustees of the liquidating trust or trusts and to
cause the Company to enter into a liquidating trust agreement or agreements with
such trustee or trustees on such terms and  conditions as may be approved by the
Board of Directors.  Approval and  ratification of the Plan also will constitute
the  approval by the  Company's  stockholders  of any such  appointment  and any
liquidating trust agreement or agreements.  For further information  relating to
liquidating  trusts,  the  appointment  of trustees  and the  liquidating  trust
agreements,  reference is made to "Contingent  Liabilities;  Contingent Reserve;
Liquidating Trust."

The  Company  will  close its stock  transfer  books and  discontinue  recording
transfers of shares of Common Stock on the earliest to occur of (i) the close of
business  on the  record  date  fixed by the  Board of  Directors  for the final
liquidating  distribution,  (ii) the close of  business on the date on which the
remaining assets of the Company are transferred to a liquidating trust, or (iii)
the Final Record Date,  and,  thereafter,  certificates  representing  shares of
Common Stock will not be assignable or  transferable on the books of the Company
except by will, intestate succession or operation of law. After the Final Record
Date,  the  Company  will not  issue  any new  stock  certificates,  other  than
replacement  certificates.  Any person holding options, warrants or other rights
to purchase  Common Stock must exercise such  instruments or rights prior to the
Final Record Date.  See "Final Record Date" and "Trading of the Common Stock and
Interests in the Liquidating Trust or Trusts" below.

Following approval of the Plan by the stockholders, a Certificate of Dissolution
will be filed with the State of Delaware dissolving the Company. The dissolution
of the Company will become  effective,  in accordance with the DGCL, upon proper
filing of the  Certificate  of  Dissolution  with the Secretary of State or upon
such later date as may be specified in the Certificate of Dissolution.  Pursuant
to the DGCL,  the  Company  will  continue  to exist for three  years  after the
dissolution becomes effective or for such longer period as the Delaware Court of
Chancery  shall direct,  for the purpose of  prosecuting  and  defending  suits,
whether civil,  criminal or  administrative,  by or against it, and enabling the
Company gradually to settle and close its business, to dispose of and convey its
property, to discharge its liabilities and to distribute to its stockholders any
remaining  assets,  but not for the purpose of continuing the business for which
the Company was organized.

Abandonment; Amendment

Under the Plan,  the Board of Directors  may modify,  amend or abandon the Plan,
notwithstanding  stockholder  ratification and approval, to the extent permitted
by the DGCL.  The Company will not amend or modify the Plan under  circumstances
that would require additional  stockholder  solicitations  under the DGCL or the
federal  securities  laws  without  complying  with  the  DGCL  and the  federal
securities laws.

Liquidating Distributions: Nature, Amount, Timing

Although  the  Board of  Directors  has not  established  a firm  timetable  for
distributions  to  stockholders  if the Plan is  ratified  and  approved  by the
stockholders,  the Board of Directors intends, subject to contingencies inherent
in winding up the Company's business,  to make such distributions as promptly as
practicable.  As of the date of this Proxy Statement,  the Company has completed
the sale of  substantially  all of its assets and paid or settled  substantially
all of its liabilities. The liquidation is expected to be concluded prior to the
third anniversary of the filing of the Certificate of Dissolution in Delaware by
a final  liquidating  distribution  either directly to the  stockholders or to a
liquidating trust. The proportionate interests of all of the stockholders of the
Company shall be fixed on the basis of their  respective  stock  holdings at the
close  of  business  on  the  Final  Record  Date,  and  after  such  date,  any
distributions made by the Company shall be made solely to stockholders of record
on the close of business on the Final Record Date,  except to reflect  permitted
transfers.  The Board of Directors is, however,  currently unable to predict the
precise nature, amount or timing of this distribution or any other distributions
pursuant to the Plan. The actual nature,  amount and timing of all distributions
will be determined by the Board of Directors,  in its sole discretion,  and will
depend in part upon the Company's  ability to convert its remaining  assets into
cash and pay and settle its significant remaining liabilities and obligations.

The Company  does not plan to satisfy  all of its  liabilities  and  obligations
prior to making  distributions  to its  stockholders,  but instead  will reserve
assets deemed by management and the Board of Directors to be adequate to provide
for such liabilities and obligations.  See "Contingent Liabilities;  Contingency
Reserve;  Liquidating Trust." Management and the Board of Directors believe that
the Company  has  sufficient  cash to pay its  current  and accrued  obligations
without the sale of any of its assets.

Uncertainties  as to the precise net value of the Company's  non-cash assets and
the ultimate  amount of its  liabilities  make it  impracticable  to predict the
aggregate  net  value  ultimately   distributable   to   stockholders.   Claims,
liabilities and expenses from operations  (including operating costs,  salaries,
income  taxes,   payroll  and  local  taxes,   legal  and  accounting  fees  and
miscellaneous office expenses),  although currently declining,  will continue to
be incurred  following  stockholder  approval of the Plan.  These  expenses will
reduce the amount of assets available for ultimate distribution to stockholders,
and,  while  the  Company  does not  believe  that a precise  estimate  of those
expenses can currently be made,  management  and the Board of Directors  believe
that available cash and amounts  received on the sale of assets will be adequate
to provide  for the  Company's  obligations,  liabilities,  expenses  and claims
(including   contingent   liabilities)   and  to  make  cash   distributions  to
stockholders.  However,  no  assurances  can be given  that  available  cash and
amounts  received  on the sale of assets  will be  adequate  to provide  for the
Company's  obligations,  liabilities,  expenses  and  claims  and to  make  cash
distributions  to  stockholders.  If such available cash and amounts received on
the sale of assets are not  adequate to provide for the  Company's  obligations,
liabilities,  expenses and claims, distributions of cash and other assets to the
Company's stockholders will be reduced.

Factors to be Considered with Respect to Sale of the Company's Assets

The sale by the Company of an asset will generally  result in the recognition of
taxable  gain or loss by the Company to the extent the fair market value of such
asset exceeds or, in the case of a loss, is less than the Company's tax basis in
such asset.

Sales of the Company's Assets

The Plan involves the sale of all of the assets of the Company.  Agreements  for
the sale of a substantial  portion of the Company's assets and actual sales have
been  concluded  prior to the  Special  Meeting  and  approved  by the  Board of
Directors and officers of the Company.

Ratification  and  approval  of the Plan will  constitute  approval  of any such
agreements and sales.  Sales of the Company's  assets have been and will be made
on such terms as are approved by the Board of Directors  and may be conducted by
either competitive  bidding,  public sales or privately  negotiated sales. It is
not  anticipated  that any  further  stockholder  votes will be  solicited  with
respect to the approval of the specific terms of any particular  sales of assets
approved by the Board of Directors.  The Company does not anticipate amending or
supplementing  the Proxy Statement to reflect any such agreement or sale, unless
required by applicable law. The prices at which the Company has been and will be
able to sell its various assets depends  largely on factors beyond the Company's
control, including,  without limitation, the condition of financial markets, the
availability of financing to prospective purchasers of the assets, United States
and foreign regulatory approvals, public market perceptions,  and limitations on
transferability  of certain assets.  In addition,  the Company may not obtain as
high a price for a  particular  asset as it might secure if the Company were not
in liquidation.

Conduct of the Company Following Adoption of the Plan

Following  ratification and approval of the Plan by the Company's  stockholders,
the  Company's  activities  will  be  limited  to  distributing  its  assets  in
accordance with the Plan,  establishing a contingency reserve for payment of the
Company's expenses and liabilities,  including liabilities incurred but not paid
or settled prior to  ratification of the Plan,  selling any remaining  assets of
the Company, and terminating any remaining commercial agreements,  relationships
or  outstanding  obligations  of the Company.  Following  the  ratification  and
approval of the Plan by the Company's  stockholders,  the Company shall continue
to indemnify its officers,  directors,  employees and agents in accordance  with
its Restated Certificate of Incorporation, as amended, and bylaws, including for
actions taken in  connection  with the Plan and the winding up of the affairs of
the Company. The Company's obligation to indemnify such persons may be satisfied
out of the  assets of any  liquidating  trust.  The Board of  Directors  and the
trustees of any liquidating  trust may obtain and maintain such insurance as may
be necessary to cover the Company's indemnification obligations under the Plan.

Reporting Requirements

Whether or not the Plan is  ratified  and  approved,  we have an  obligation  to
continue to comply with the applicable reporting  requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  even though  compliance
with such reporting  requirements  is  economically  burdensome.  If the Plan is
ratified and approved,  in order to curtail expenses,  we will, after filing our
Certificate  of  Dissolution,   seek  relief  from  the  Securities  &  Exchange
Commission ("SEC") from the reporting requirements under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). We anticipate that, if such relief
is granted,  we would  continue to file current  reports on Form 8-K to disclose
material events relating to our liquidation and dissolution along with any other
reports that the SEC might require.

Contingent Liabilities: Contingency Reserve; Liquidating Trust

Under the DGCL, the Company is required, in connection with its dissolution,  to
pay or provide for payment of all of its liabilities and obligations.  Following
the  ratification  and approval of the Plan by the Company's  stockholders,  the
Company  will pay all  expenses  and fixed and other known  liabilities,  or set
aside as a  Contingency  Reserve  cash and other  assets which it believes to be
adequate for payment  thereof.  The Company is currently unable to estimate with
precision the amount of any Contingency  Reserve which may be required,  but any
such amount (in addition to any cash contributed to a liquidating  trust, if one
is utilized) will be deducted before the  determination of amounts available for
distribution to stockholders.

The actual amount of the  Contingency  Reserve will be based upon  estimates and
opinions of management and the Board of Directors and derived from consultations
with outside experts and review of the Company's  estimated  operating  expenses
and future estimated  liabilities,  including,  without limitation,  anticipated
compensation  payments,  estimated  legal and accounting  fees,  operating lease
expenses,  payroll  and other  taxes  payable,  miscellaneous  office  expenses,
expenses  accrued  in the  Company's  financial  statements,  and  reserves  for
litigation  expenses.  There can be no assurance that the Contingency Reserve in
fact will be sufficient.  The Company has not made any specific provision for an
increase  in  the  amount  of  the  Contingency   Reserve.   Subsequent  to  the
establishment  of the  Contingency  Reserve,  the Company will distribute to its
stockholders any portions of the Contingency Reserve which it deems no longer to
be  required.  After the  liabilities,  expenses and  obligations  for which the
Contingency  Reserve  had been  established  have been  satisfied  in full,  the
Company  will  distribute  to its  stockholders  any  remaining  portion  of the
Contingency Reserve.

If deemed necessary,  appropriate or desirable by the Board of Directors for any
reason, the Company may, from time to time, transfer any of its unsold assets to
one or more  liquidating  trusts,  or  other  structure  it  deems  appropriate,
established for the benefit of the  stockholders of the Company,  which property
would  thereafter be sold or distributed on terms approved by its trustees.  The
Board of  Directors  and  management  may  determine  to  transfer  assets  to a
liquidating  trust  in  circumstances  where  the  nature  of an  asset  is  not
susceptible to distribution (for example, interests in intangibles) or where the
Board of Directors  determines that it would not be in the best interests of the
Company and its stockholders  for such assets to be distributed  directly to the
stockholders  at such  time.  If all of the  Company's  assets  (other  than the
Contingency  Reserve) are not sold or distributed prior to the third anniversary
of the  effectiveness  of the  dissolution,  the Company must  transfer in final
distribution  such  remaining  assets  to a  liquidating  trust.  The  Board  of
Directors may also elect in its discretion to transfer the Contingency  Reserve,
if any, to such a liquidating trust. The purpose of a liquidating trust would be
to distribute  such property or to sell such property on terms  satisfactory  to
the liquidating trustees,  and distribute the proceeds of such sale after paying
those liabilities of the Company, if any, assumed by the trust, to the Company's
stockholders.  Any  liquidating  trust acquiring all of the unsold assets of the
Company will assume all of the  liabilities  and  obligations of the Company and
will be  obligated  to pay any expenses  and  liabilities  of the Company  which
remain  unsatisfied.  If the Contingency  Reserve transferred to the liquidating
trust is exhausted,  such expenses and liabilities  will be satisfied out of the
liquidating trust's other unsold assets.

The Plan authorizes the Board of Directors to appoint one or more individuals or
entities to act as trustee or trustees of the liquidating trust or trusts and to
cause the Company to enter into a liquidating trust agreement or agreements with
such trustee or trustees on such terms and  conditions as may be approved by the
Board of Directors.  It is  anticipated  that the Board of Directors will select
such trustee or trustees on the basis of the  experience  of such  individual or
entity in administering  and disposing of assets and discharging  liabilities of
the kind to be held by the  liquidating  trust or trusts and the ability of such
individual or entity to serve the best interests of the Company's  stockholders.
Approval of the Plan by the  stockholders  will also  constitute the approval by
the Company's  stockholders of any such  appointment  and any liquidating  trust
agreement or agreements.

The Company may decide to use a  liquidating  trust or trusts,  and the Board of
Directors  believes  the  flexibility  provided by the Plan with  respect to the
liquidating  trusts to be  advisable.  The trust would be  evidenced  by a trust
agreement  between the Company and the trustees.  The purpose of the trust would
be to  serve as a  temporary  repository  for the  trust  property  prior to its
disposition or distribution to the Company's  stockholders.  The transfer to the
trust and distribution of interests therein to the Company's  stockholders would
enable  the  Company  to divest  itself of the trust  property  and  permit  the
Company's  stockholders  to enjoy the economic  benefits of  ownership  thereof.
Pursuant to the trust agreement,  the trust property would be transferred to the
trustees  immediately prior to the distribution of interests in the trust to the
Company's  stockholders,  to be held in trust for the benefit of the stockholder
beneficiaries  subject to the terms of the trust  agreement.  It is  anticipated
that the interests would be evidenced only by the records of the trust and there
would be no certificates  or other tangible  evidence of such interests and that
no  holder  of  Common  Stock  would  be  required  to pay  any  cash  or  other
consideration  for  the  interests  to be  received  in the  distribution  or to
surrender or exchange  shares of Common Stock in order to receive the interests.
It is further  anticipated  that pursuant to the trust agreements (i) a majority
of the trustees would be required to be independent of the Company's management;
(ii)  approval  of a majority  of the  trustees  would be  required  to take any
action;  and (iii) the trust would be irrevocable and would terminate after, the
earliest  of (x) the trust  property  having  been fully  distributed,  or (y) a
majority  in interest of the  beneficiaries  of the trust,  or a majority of the
trustees,  having  approved of such  termination,  or (z) a specified  number of
years having elapsed after the creation of the trust.

UNDER THE DGCL, IN THE EVENT THE COMPANY FAILS TO CREATE AN ADEQUATE CONTINGENCY
RESERVE FOR PAYMENT OF ITS EXPENSES AND LIABILITIES,  OR SHOULD SUCH CONTINGENCY
RESERVE  AND THE ASSETS HELD BY THE  LIQUIDATING  TRUST OR TRUSTS BE EXCEEDED BY
THE AMOUNT ULTIMATELY FOUND PAYABLE IN RESPECT OF EXPENSES AND LIABILITIES, EACH
STOCKHOLDER  COULD  BE  HELD  LIABLE  FOR  THE  PAYMENT  TO  CREDITORS  OF  SUCH
STOCKHOLDER'S PRO RATA SHARE OF SUCH EXCESS,  LIMITED TO THE AMOUNTS THERETOFORE
RECEIVED BY SUCH STOCKHOLDER  FROM THE COMPANY OR FROM THE LIQUIDATING  TRUST OR
TRUSTS.

If the Company  were held by a court to have failed to make  adequate  provision
for its expenses and liabilities or if the amount ultimately required to be paid
in  respect  of  such  liabilities   exceeded  the  amount  available  from  the
Contingency  Reserve  and the  assets  of the  liquidating  trust or  trusts,  a
creditor  of the  Company  could  seek  an  injunction  against  the  making  of
distributions  under the Plan on the ground that the  amounts to be  distributed
were  needed  to  provide  for  the  payment  of  the  Company's   expenses  and
liabilities.  Any such action  could delay or  substantially  diminish  the cash
distributions to be made to stockholders and/or interest holders under the Plan.

Final Record Date

The Company intends to close its stock transfer books and discontinue  recording
transfers of shares of Common Stock on the Final  Record  Date,  and  thereafter
certificates  representing  shares of Common  Stock  will not be  assignable  or
transferable on the books of the Company except by will, intestate succession or
operation of law.  After the Final  Record Date,  the Company will not issue any
new stock certificates,  other than replacement certificates.  It is anticipated
that no further trading of the Company's shares will occur on or after the Final
Record Date.  See "Trading of the Common Stock and Interests in the  Liquidating
Trust or Trusts"  below.  All  liquidating  distributions  from the Company or a
liquidating trust on or after the Final Record Date will be made to stockholders
according  to their  holdings  of  capital  stock as of the Final  Record  Date.
Subsequent  to the Final  Record Date,  the Company may at its election  require
stockholders to surrender certificates  representing their shares of the capital
stock in order to  receive  subsequent  distributions.  Stockholders  should not
forward their stock  certificates  before  receiving  instructions  to do so. If
surrender of stock certificates should be required, all distributions  otherwise
payable by the Company or the liquidating  trust,  if any, to  stockholders  who
have not  surrendered  their  stock  certificates  may be held in trust for such
stockholders,  without  interest,  until  the  surrender  of their  certificates
(subject to escheat pursuant to the laws relating to unclaimed  property).  If a
stockholder's  certificate evidencing the capital stock has been lost, stolen or
destroyed,  the  stockholder  may  be  required  to  furnish  the  Company  with
satisfactory evidence of the loss, theft or destruction thereof, together with a
surety  bond  or  other  indemnity,  as  a  condition  to  the  receipt  of  any
distribution.

Trading of the Common Stock and Interests in the Liquidating Trust or Trusts

The Company  currently  intends to close its stock  transfer  books on the Final
Record  Date  and  to  cease   recording   stock  transfers  and  issuing  stock
certificates (other than replacement certificates) at such time. Accordingly, it
is expected that trading in the shares will cease on and after such date.

It is anticipated  that the interests in a liquidating  trust or trusts will not
be transferable, although no determination has yet been made. Such determination
will be made by the Board of Directors and  management  prior to the transfer of
unsold assets to the liquidating trust and will be based on, among other things,
the Board of  Directors  and  management's  estimate  of the value of the assets
being transferred to the liquidating trust or trusts, tax matters and the impact
of  compliance  with  applicable   securities  laws.  Should  the  interests  be
transferable,  the Company  plans to distribute an  information  statement  with
respect to the liquidating trust or trusts at the time of the transfer of assets
and the liquidating  trust or trusts may be required to comply with the periodic
reporting  and proxy  requirements  of the Exchange Act. The costs of compliance
with  such  requirements  would  reduce  the  amount  which  otherwise  could be
distributed to interest  holders.  Even if  transferable,  the interests are not
expected  to be listed  on a  national  securities  exchange  or quoted  through
Nasdaq,  and the  extent of any  trading  market  therein  cannot be  predicted.
Moreover,  the interests  may not be accepted by commercial  lenders as security
for loans as readily as more  conventional  securities with established  trading
markets.

As stockholders will be deemed to have received a liquidating distribution equal
to their pro rata share of the value of the net assets  distributed to an entity
which is treated as a liquidating  trust for tax purposes (see "Certain  Federal
Income Tax Consequences"),  the distribution of non-transferable interests could
result in tax liability to the interest holders without their being readily able
to realize the value of such interests to pay such taxes or otherwise.

Absence of Appraisal Rights

Under the DGCL,  the  stockholders  of the Company are not entitled to appraisal
rights for their  shares of Common  Stock in  connection  with the  transactions
contemplated by the Plan.

Regulatory Approvals

No United States federal or state regulatory  requirements must be complied with
or approvals obtained in connection with the liquidation.

                              EFFECT OF LIQUIDATION

The methods used by the Board of Directors  and  management  in  estimating  the
values of the  Company's  assets  are  inexact  and may not  approximate  values
actually realized.  The Board of Directors' assessment assumes that estimates of
the Company's liabilities and operating costs are accurate,  but those estimates
are subject to numerous  uncertainties  beyond the Company's control and also do
not reflect  any  contingent  liabilities  that may  materialize.  For all these
reasons,  there can be no  assurance  that actual net  proceeds  distributed  to
stockholders  in liquidation  may not be  significantly  less than the estimated
amount  discussed in this Proxy Statement.  Moreover,  no assurance can be given
that any amounts to be received by the  Company's  stockholders  in  liquidation
will equal or exceed the price or prices at which the Common  Stock has recently
traded or may trade in the future.

                     VOTE REQUIRED AND BOARD RECOMMENDATION

The  ratification  and  approval  of  the  Plan  of  Liquidation   requires  the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
Common Stock.  Members of the Board of Directors  and the executive  officers of
the Company who hold (or are deemed to hold) as of October 1, 2002 an  aggregate
of 313,891 shares of Common Stock (approximately 7.36% of the outstanding shares
of Common Stock as of that date) have  indicated that they will vote in favor of
the proposal.

The Board  believes that the Plan of Liquidation is in the best interests of the
Company's  stockholders and recommends a vote FOR this proposal.  It is intended
that shares  represented by the enclosed form of proxy will be voted in favor of
this proposal unless otherwise specified in such proxy.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The  following  discussion  is a general  summary of the material  United States
federal income tax consequences  affecting the Company's  stockholders  that are
anticipated to result from the dissolution and liquidation of the Company.  This
discussion  does not purport to be a complete  analysis of all the potential tax
effects. Moreover, the discussion does not address the tax consequences that may
be  relevant  to any  particular  stockholder  or to  particular  categories  of
investors  subject to special  treatment  under certain  federal income tax laws
(such  as  dealers  in  securities,   banks,  insurance  companies,   tax-exempt
organizations,  mutual funds, foreign individuals and entities,  and persons who
acquired  their  Company  stock  upon  exercise  of  stock  options  or in other
compensatory  transactions).  It also  does  not  address  any tax  consequences
arising  under  the  laws of any  state,  local  or  foreign  jurisdiction.  The
discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury
Regulations,  Internal Revenue Service ("IRS") rulings,  and judicial  decisions
now in effect,  all of which are subject to change at any time; any such changes
may be applied  retroactively.  Distributions  pursuant to the Plan may occur at
various  times and in more than one tax year. No assurance can be given that the
tax  treatment  described  herein will  continue to be applicable at the time of
each distribution.

The following  discussion  assumes that the Company will liquidate in accordance
with the Plan in all material  respects.  No ruling has been  requested from the
IRS with respect to the  anticipated  tax treatment of the Plan, and the Company
will  not seek an  opinion  of  counsel  with  respect  to the  anticipated  tax
treatment.  This discussion is not binding on the IRS or on any court. If any of
the anticipated tax consequences  described  herein proves to be incorrect,  the
result could be increased  taxation at the corporate and/or  stockholder  level,
thus  reducing  the  benefit  to the  stockholders  and  the  Company  from  the
liquidation.   This  discussion   does  not  constitute   legal  advice  to  any
stockholder.

Federal Income Taxation of the Company

After the  approval  of the Plan and until the  liquidation  is  completed,  the
Company will continue to be subject to federal income tax on its taxable income,
if any. The Company will recognize gain or loss on sales of its assets  pursuant
to the  Plan.  Upon the  distribution  of any  property,  other  than  cash,  to
stockholders  pursuant to the Plan, the Company will generally recognize gain or
loss as if such  property  were sold at its fair market  value.  The Company may
utilize any losses and net operating loss carry forwards that the Company has to
offset any gains recognized on sales or distribution of Company assets.

Federal Income Taxation of the Stockholders

As a result of the liquidation of the Company,  stockholders will recognize gain
or loss  equal  to the  difference  between  (i) the sum of the  amount  of cash
distributed to them and the fair market value (at the time of  distribution)  of
any property  distributed  to them, and (ii) their tax basis for their shares of
the Company's capital stock. A stockholder's tax basis in his or her shares will
depend upon various factors, including the stockholder's cost and the amount and
nature of any distributions received with respect thereto.

A  stockholder's  gain or loss will be  computed  on a "per  share"  basis.  The
Company  expects to make more than one liquidating  distribution,  each of which
will be allocated proportionately to each share of stock owned by a stockholder.
The value of each liquidating  distribution will be applied against and reduce a
stockholder's  tax basis in his or her shares of stock.  Gain will be recognized
as a result of a liquidating distribution at such time as the aggregate value of
the distributions  received by a stockholder with respect to a share exceeds his
or her tax basis for that share  (and the  amount of such gain shall  equal such
excess).  Any loss will generally be recognized only when the final distribution
from the Company has been received and then only if the  aggregate  value of all
liquidating distributions with respect to a share is less than the stockholder's
tax basis for that  share.  Gain or loss  recognized  by a  stockholder  will be
capital gain or loss provided the shares are held as capital assets, and will be
long  term  capital  gain or loss if the  stock  has been held for more than one
year.

If it were to be determined that  distributions  were not treated as part of the
plan of liquidation, such distributions would be treated as dividends (and taxed
at ordinary income rates) to the extent of the company's current and accumulated
earnings and profits.  While the Company has an accumulated earnings and profits
deficit,  it is unclear  whether  asset  sales  will  cause the  Company to have
earnings and profits in the current or future years.

A  stockholder's  tax basis in any  property  (other  than  money)  received  in
distribution  will be the  fair  market  value of such  property  at the time of
distribution.  Gain or loss realized upon the stockholder's  future sale of that
property will be measured by the difference  between the stockholder's tax basis
in the property at the time of such sale and the proceeds of such sale.

After the close of its taxable year, the Company will provide  stockholders  and
the IRS with a statement of the amount of cash  distributed to the  stockholders
and its best estimate as to the value of any property distributed to them during
that year. There is no assurance that the IRS will not challenge such valuation.
As a result  of such a  challenge,  the  amount  of gain or loss  recognized  by
stockholders  might be changed.  Distributions  of  property  other than cash to
stockholders  could result in tax liability to any given  stockholder  exceeding
the  amount  of  cash  received,  requiring  the  stockholder  to  meet  the tax
obligations  from other  sources  or by  selling  all or a portion of the assets
received.

It is possible that the Company will have  liabilities  not fully covered by its
Contingency  Reserve for which the stockholders  will be liable up to the extent
of  any  liquidating   distributions   they  have  received.   (See  "Contingent
Liabilities;  Contingency Reserve;  Liquidating Trust").  Such a liability could
require  a  stockholder  to  satisfy a portion  of such  liability  out of prior
liquidating distributions received from the Company and the liquidating trust or
trusts.  Payments by  stockholders in  satisfaction  of such  liabilities  would
generally  give  rise to a  capital  loss,  which,  in the  hands of  individual
stockholders,  could not be carried back to prior years to offset  capital gains
realized from liquidating distributions in those years.

Liquidating Trusts

If the Company  transfers assets to a liquidating  trust or trusts,  the Company
intends to structure such trust or trusts so that  stockholders  will be treated
for tax  purposes  as  having  received  their  pro rata  share of the  property
transferred to the liquidating  trust or trusts,  reduced by the amount of known
liabilities  assumed by the liquidating trust or trusts or to which the property
transferred is subject.  Assuming such treatment is achieved, assets transferred
to a  liquidating  trust  will cause the  stockholder  to be treated in the same
manner for federal  income tax  purposes as if the  stockholder  had  received a
distribution  directly  from  the  Company.  The  liquidating  trust  or  trusts
themselves  should not be subject to federal income tax,  assuming that they are
treated as liquidating  trusts for federal income tax purposes.  After formation
of the liquidating trust or trusts,  the stockholders must take into account for
federal income tax purposes their allocable portion of any income,  gain or loss
recognized by the  liquidating  trust or trusts.  As a result of the transfer of
property to the  liquidating  trust or trusts and the ongoing  operations of the
liquidating  trust or  trusts,  stockholders  should  be aware  that they may be
subject to tax, whether or not they have received any actual  distributions from
the  liquidating  trust or trusts  with  which to pay such tax.  There can be no
assurance  that the  liquidating  trust or trusts  described in the Plan will be
treated as a liquidating trust or trusts for federal income tax purposes.

State and Local Tax

The Company may be subject to liability for state or local taxes with respect to
the  sale of its  assets.  Stockholders  may also be  subject  to state or local
taxes,  including with respect to liquidating  distributions received by them or
paid to a  liquidating  trust on their  behalf,  and with  respect to any income
derived by a liquidating trust.  Stockholders  should consult their tax advisors
with respect to the state and local tax consequences of the Plan.

Backup Withholding

Unless a  stockholder  complies  with  certain  reporting  and/or  certification
procedures or is an exempt recipient under applicable provisions of the Code and
Treasury regulations promulgated under the Code, such stockholder may be subject
to a 30.5% backup withholding tax with respect to any payments received pursuant
to the liquidation. Backup withholding generally will not apply to payments made
to certain exempt  recipients such as corporations or financial  institutions or
to stockholders who furnish a correct taxpayer  identification number or provide
a certificate of foreign status and provides certain other required information.
If backup withholding applies, the amount withheld is not an additional tax, but
is credited against that stockholder's U.S. federal income tax liability.

The foregoing  summary of United States  Federal  income tax  considerations  is
included for general  information  only and does not constitute  legal advice to
any  stockholder.  The tax  consequences of the Plan may vary depending upon the
particular  circumstances of the stockholder.  The Company  recommends that each
stockholder  consult  its tax advisor  regarding  the  federal,  state and local
income and other tax consequences of the Plan.

                                   THE COMPANY

Business

ASI, a Delaware  corporation formed in 1986,  assembled and supported  mainframe
information storage and retrieval systems, including both software and hardware,
for large  companies.  ASI's COLD and optical disk storage  systems,  which were
marketed under the brand names OAS and GIGAPAGE,  and GIGAPAGE DASDI,  were sold
principally  to a  limited  number of large  organizations  that had the need to
store and retrieve large quantities of computer-generated data.

The failure of the  PaperClip  merger and the  Kodak/Anacomp  lawsuit  discussed
above  under  "Background  and  Reasons  for  the  Plan -  Company  Background",
overpowered  any ongoing  marketing  efforts by ASI. In addition,  technological
advancements, the system's applicability to only the mainframe and published and
limited financial  resources reduced sales opportunities and customer acceptance
of ASI  products.  Consequently,  in the fall of 1998,  ASI  retrenched  both in
personnel and technological development efforts.

As a result of the review by the Board of Directors of the  Company's  strategic
alternatives  as  summarized  above under  "Background  and Reasons for the Plan
-Review of  Alternatives",  the Company  announced  the sale of its  maintenance
contracts and the approval of the Plan.

Employees

As of June 30,  2002,  ASI had 3 full  time  and 2  part-time  employees.  As of
September 18, 2002, ASI had 2 full time employee and 1 part-time employees.

Description of Property

ASI's  principal  offices are located in North  Kingstown,  Rhode  Island,  in a
leased facility  consisting of approximately 4,200 square feet of space occupied
under a month-to-month  lease commitment.  ASI has committed to vacate the space
by October 31, 2002, without penalty.

Legal Proceedings

ASI is not  involved  in any  legal  proceedings  as of the  date of this  Proxy
Statement.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Overview

ASI assembled and supported mainframe information storage and retrieval systems,
including  both  software  and  hardware,  for large  companies.  ASI's COLD and
optical disk storage systems,  which were marketed under the brand names OAS and
GIGAPAGE, and GIGAPAGE DASDI, were sold principally to a limited number of large
organizations  that had the need to  store  and  retrieve  large  quantities  of
computer-generated data. ASI had no system sales in the current fiscal year. ASI
also sold  extended  service  contracts  on the  majority of the products it has
sold. Such contracts were generally one year in duration with payments  received
in advance of the  commencement  of the contract.  ASI  recognizes  revenue from
service  contracts on a straight-line  basis over the term of the contract.  The
unearned portion of the service revenue is reflected as deferred revenue.  As of
June 30, 2002, ASI had deferred revenue in the amount of $432,918.

ASI's  primary   operating   expenses   include   maintenance  and  general  and
administrative  expenses.  General and administrative  expenses this fiscal year
consisted primarily of employee compensation,  insurance premiums, office rental
and normal contractual services.

On  September  18,  2002,  the  Company  announced  that it had  sold all of its
remaining  hardware  and  software  maintenance  contracts  to Computer  Upgrade
Corporation,  a full service  integrator  specializing  in proven turn-key cross
platform storage  solutions for consideration of one-half of the gross margin on
the contracts from July 1, 2002 through July 1, 2004.

The Company also announced that its Board of Directors had unanimously  approved
a plan of  complete  liquidation  and  dissolution  of the  Company,  subject to
stockholder  approval.  The Company plans to sell its remaining assets including
inventory,   property  and  equipment  intellectual   property,   discharge  its
liabilities and distribute the net proceeds to stockholders  over a period of up
to three years.

If  stockholders  approve  the plan,  the  Company  will file a  Certificate  of
Dissolution  promptly after the stockholder  vote, and stockholders will then be
eligible  to  share in the  liquidation  proceeds  based on their  proportionate
interest at the time.  Holders of the  Company's  options  will need to exercise
those options prior to the date the Certificate of Dissolution is filed in order
to share in the liquidation proceeds. Under Delaware law the Company will remain
in existence as a non-operating entity for three years from the date the Company
files a  Certificate  of  Dissolution  in Delaware,  and will maintain a certain
level of reserves to cover any remaining  liabilities  and pay  operating  costs
during the dissolution  period.  During the dissolution period, the Company will
attempt to convert its remaining  assets into cash and settle its liabilities as
expeditiously as possible.

Assuming  stockholder  approval of the Plan,  the Board of  Directors  currently
anticipates that an in initial distribution of liquidation proceeds will be made
to stockholders within 75 days after the stockholder's meeting. A portion of the
Company's  assets  will be held  in a  contingency  reserve,  and the  Board  of
Directors  anticipates that stockholders could  periodically  receive additional
distributions subsequent to the initial distribution.

Results of Operations

Year Ended June 30, 2002 Compared to Year Ended June 30, 2001

The following  table presents  certain items from ASI's Statement of Operations,
and such  amounts  as  percentages  of net  sales,  for the  periods  indicated.
Products and service costs percentages are of net sales.



                                        Year Ended June 30, 2002  Year Ended June 30, 2001

Net sales
                                                                          
    Products                            $   35,576          5%     $  146,162         15%
    Support and services............       671,431         95         799,816         85
                                        ------------    -------    -------------   -------
        Total net sales.............       707,007        100         945,978        100
Cost of Sales
    Products........................         7,422          1          17,339          2
    Support and services............       205,650         29         237,060         25
                                        ------------    -------    -------------   -------
        Total cost of sales.........       213,072         30         254,399         27
Gross profit........................       493,935         70         691,579         73
                                        ------------    -------    -------------   -------
Operating expenses:
    Selling.........................       132,688         19         118,429         13
    General and administrative......       389,401         55         429,801         45
                                        ------------    -------    -------------   -------
Total operating expenses............       522,089         74         548,230         58
Other income and (expense), net.....       137,819         19        (213,272)       (23)
                                        ------------    -------    -------------   -------
Profit (loss) before litigation
     settlement.....................       109,665         15         (69,923)        (8)
                                        ------------    -------    -------------   -------
                                        ------------    -------    -------------   -------
Litigation settlement...............             -         -        4,175,583         441
                                        ------------    -------    -------------   -------
                                        ------------    -------    -------------   -------
Net profit before provision for            109,665         15       4,105,660         433
     income taxes
                                        ------------    -------    -------------   -------
                                        ------------    -------    -------------   -------
Provision for income taxes..........         2,500          0          95,000         10
                                        ------------    -------    -------------   -------
                                        ------------    -------    -------------   -------
Net Profit .........................    $  107,165         15%     $ 4,010,660       423%
                                        ============    =======    =============   =======


Net sales.  Net sales decreased 25% to $707,007 for the year ended June 30, 2002
from  $945,978.  Product sales  decreased 76% to $35,576 for the year ended June
30,  2002  from  $146,162  for the year  ended  June 30,  2001 when a sale of an
optical storage system was recorded.  Support and service revenues  decreased by
16% to  $671,431  for the year ended June 30,  2002 from  $799,816  for the year
ended June 30, 2001.  This reduction was due to the  consolidation  of sites for
one customer and the decision by three customers to reduce maintenance coverage.

Cost of sales. Cost of sales includes component costs, firmware,  license costs,
third-party equipment  maintenance  contractors and certain overhead costs. Cost
of sales in the aggregate  decreased 16% to $213,072 for the year ended June 30,
2002 from  $254,399  for the year  ended  June 30,  2001,  primarily  due to the
decrease in service and support sales.  Cost of sales for products  decreased by
57% to $7,422 for the year ended June 30,  2002 from  $17,339 for the year ended
June 30, 2001.  This decrease in cost was directly  attributable to the decrease
in product  sales.  Cost of services  decreased  by 13% to $205,560 for the year
ended June 30, 2002 from  $237,060 for the year ended June 30,  2001,  primarily
due to  decreased  sales and  favorable  renegotiation  of  third-party  service
contracts. The Company's gross margin decreased to 70% from 73% due to the above
factors.

Sales and Support Service expenses. Selling expenses increased by 12% or $14,259
to $132,688  for the year ended June 30, 2002 from  $118,429  for the year ended
June 30, 2001. These expenses have remained fairly static.

General and administrative expenses. General and administrative expenses consist
of  administrative  expenses and certain  internal office and support  expenses.
General and administrative  expenses decreased $40,400 or 9% to $389,401 for the
year ended June 30, 2002 from  $429,801 for the year ended June 30,  2001.  This
improvement  was primarily  due to the  reduction of one employee,  mitigated to
some extent by higher insurance premiums,  an increase in franchise taxes and an
increase in fees for normal contractual services.

Other income and expense.  The Company  incurred no interest  expense during the
year ended June 30, 2002 and $240,504  during the year ended June 30, 2001.  The
elimination  of interest  expense was due to the  retirement of all  outstanding
debt as of May,  2001.  Interest  income  increased  52% to $43,341 for the year
ended June 30, 2002 from $22,462 for the year ended June 30, 2001. This increase
was  attributed  to  the  receipt  of  twelve  payments  of  interest  on a note
receivable  from  PaperClip  Software,  Inc.  during  FY 2002,  compared  to six
payments during FY 2001, and from increased interest earned on cash investments.
Miscellaneous  income of  $94,478  at June 30,  2002  represents  a full year of
principal repayments on the note receivable from PaperClip Software, Inc., which
is fully reserved for as of June 30, 2002. Only six months of principal payments
were  received  during  fiscal  2001.  The loss on disposal  of fixed  assets of
$42,469  for the year ended June 30, 2001 is due to the  disposal  of  non-fully
depreciated fixed assets.

Litigation  settlement.  For the year  ended  June  30,  2001,  pursuant  to the
settlement  resolving its patent infringement lawsuit against defendants Anacomp
and Kodak, ASI received a net monetary award of $4,175,583.

Net  income  (loss)  before  provision  for  income  taxes.  As a result  of the
foregoing,  ASI's net income  decreased  to $109,665 for the year ended June 30,
2002 from $4,105,660 for the year ended June 30, 2001.

Provision for income taxes.  The provision for income taxes is calculated  after
considering book and tax timing differences.  Note 7 to the financial statements
discusses the timing differences for the years ended June 30, 2002 and 2001.

Liquidity and Capital Resources

ASI had a working  capital surplus of $2,010,003 at June 30, 2002 as compared to
a working  capital  surplus of  $1,895,849  at June 30,  2001.  The  increase in
working  capital  was  principally  attributable  to the  increase  in  accounts
receivable and a decrease in accounts payable .

Total cash used by operating  activities  in fiscal year 2002 was  $74,678.  The
major  uses of cash  were an  increase  in trade  receivables,  a  reduction  of
accounts  payable  and  provision  for income  taxes.  These  amounts  represent
adjustments to net cash used by operating  activities in the Company's Statement
of Cash Flows.  The reduction of accounts  payable noted in working  capital and
cash used by operating activities was primarily attributable to repayment of old
payables.

During Fiscal 2002, cash used by investing  activities totaled $909,  reflecting
the acquisition of new office machinery.

In Fiscal 2001, ASI received a net monetary award of $4,175,583 that was related
to the settlement of the DataWare/Kodak patent infringement  lawsuit.  After the
payment of legal fees and the share of the settlement  allocated to the co-owner
of the  patent,  on May 1,  2001,  ASI  received  net  proceeds  of  $4,175,586.
Approximately $2,000,000 has been used to retire outstanding debt and payables.

At June 30, 2002,  ASI had federal and state net  operating  loss  carryforwards
available  to reduce  any future  taxable  income in the  approximate  amount of
$10,707,000.  These net  operating  loss  carryforwards  will  expire in various
amounts  between the years 2003 and 2022,  if not  previously  utilized.  In the
event of a change in the  ownership  of ASI,  as defined  in Section  382 of the
Internal  Revenue Code,  utilization  of net  operating  loss  carryforwards  in
periods  following  such  ownership   changes  can  be  significantly   limited.
Management  believes that ASI has incurred  several  changes of ownership  under
these rules. As a result, utilization of the net operating loss carryforwards is
subject  to  various  limitations,  depending  upon the  year in  which  the net
operating loss originated.  Management estimates that federal net operating loss
carryforwards  in  the  approximate  aggregate  amount  of  $6,000,000  will  be
available to offset taxable income that ASI may generate within the carryforward
period subject to a limitation of approximately  $400,000 per year.  Because the
underlying  calculations  are complex and are subject to review by the  Internal
Revenue Service, these limitation amounts could be adjusted at a later date.

The PaperClip Note

On January  29,  1997,  ASI  provided a $300,000  loan to  PaperClip  for use as
operating  capital  in  exchange  for  a  convertible  note  of  PaperClip  (the
"PaperClip  Note").  The PaperClip Note was due and payable on January 27, 1998,
bore interest at a rate of 12% per annum payable  quarterly and was secured by a
first priority security interest in all of PaperClip's  assets. At any time, all
or a portion of the outstanding  principal amount of the PaperClip Note could be
converted  into shares of PaperClip  Common Stock at a conversion  price of $.25
per share.

On April 15, 1997,  the Company and PaperClip  entered into an agreement for the
Company to acquire  substantially  all the assets and  liabilities of PaperClip,
which was later amended to change the  acquisition to a merger.  The Company and
PaperClip also entered into a management agreement (the "Management  Agreement")
which allowed the Company to manage the  day-to-day  operations of PaperClip and
to advance funds on behalf of PaperClip pursuant to an operating budget, in each
case until the closing of the Merger or the termination of the Merger Agreement.

ASI and PaperClip entered into a one-year  non-exclusive  regional  distribution
agreement commencing June 1, 1997. Under the terms of this agreement,  ASI acted
as a distributor  for  PaperClip's  products in the United States to dealers and
resellers.  ASI's sole compensation under this agreement was its gross profit on
any  products  sold,  which  was  equal to any  excess of the price at which ASI
distributes  the  products to its  customers  over the price at which  PaperClip
licenses the products to ASI. The agreement  expired on May 31, 1998 and was not
renewed.

In November,  2000,  PaperClip  entered  into an agreement  with ASI whereby the
Company's  original  secured  advance to PaperClip in the amount of $300,000 and
accrued  interest of $105,530 was restructured to an interest free note with the
principal  amount of Four Hundred Five Thousand Five Hundred  Thirty  ($405,530)
Dollars  with  substantially  the same  security.  Under  the terms of the note,
PaperClip  is  to  pay  this  note  in  thirty-five  consecutive  equal  monthly
installments of Eleven Thousand Two Hundred  Sixty-four and 72/100  ($11,264.72)
Dollars  commencing  on January 1, 2001 and  continuing  on the same day of each
successive  month  thereafter  with a thirty  sixth  and  final  payment  of all
indebtedness  evidenced  thereby on  December  1, 2003.  Although  payments  are
current on the note,  ASI has fully reserved for the value of the new promissory
note (approximately $200,000) due to PaperClip's poor financial condition.

If the above described  payments are not paid as and when due (including without
limitation payment being due as a result of the acceleration of the repayment of
the indebtedness noted below), the indebtedness  outstanding under the note will
bear  interest  from the date such payment was due at fifteen  (15%) percent per
annum. PaperClip may prepay the restructured note at any time after having given
at least thirty (30) days prior written notice to the Company.  The repayment of
the indebtedness evidenced by the note may be accelerated at the election of the
Company, upon the happening of any of the following events:

(a)  PaperClip  (i)  discontinues  its business (as evidenced by a resolution of
PaperClip's Board of Directors or stockholders),  (ii) applies for or consent to
the appointment of a receiver,  trustee, custodian or liquidator of it or any of
its property,  (iii) admits in writing of its inability to pay its debts as they
mature,  except for the obligations set forth on Schedule 2.10 of the Disclosure
Schedules of the Series A Preferred Stock Purchase  Agreement  between PaperClip
and the Company dated  October,  2000,  (iv) makes a general  assignment for the
benefit of creditors, (v) becomes adjudicated a bankrupt or insolvent or becomes
the subject of an order for relief  under Title 11 of the United  States Code or
(vi) files a  voluntary  petition  in  bankruptcy,  or a  petition  or an answer
seeking  reorganization  or an arrangement  with creditors or takes advantage of
any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or answers,  admitting the material allegations of a
petition filed against it in any such proceeding under any such law;

(b) An involuntary  petition under any bankruptcy,  reorganization or insolvency
law of any jurisdiction is filed against PaperClip,  whether now or hereafter in
effect if,  within one hundred and eighty  days (180)  following  the service on
PaperClip of any such petition, is not discharged, released or vacated;

(c)  PaperClip  sells or transfers  substantially  all of its assets or business
units to someone other than ASI;

(d) PaperClip fails to pay any payment obligation  contained in the restructured
note within five (5) days of when due;

(e) PaperClip is in default of any other  material  obligation  contained in the
restructured  note or in the  Security  Agreement  dated  January 29,  1997,  as
amended,  and the default has not been cured  within ten (10) days after  notice
from ASI,  or, if the  default is not  capable of being  cured  within ten days,
PaperClip has not begun efforts  satisfactory  to ASI to cure the default within
that ten-day period.

The  agreement  also  provided  for ASI and  PaperClip  to convert the  advanced
amount,  including  interest,  of $2,305,506.10 as a result of the party's April
15, 1997  subsequently  terminated  merger  activities into 3,649,543  shares of
PaperClip's Series A Preferred, $.01 par value Stock and to waive the management
fees of $300,000 earned by ASI under the April 15, 1997 agreement.  No value has
been recorded on the Company's  financial  statements for this investment due to
Paperclip's deteriorating stock value and poor financial condition.

Seasonality and Inflation

Seasonality and inflation have not had a material effect on ASI's operations.

Financial Statements

ASI's audited  financial  statements for the two-year period ended June 30, 2002
are attached to this Proxy Statement as Exhibit B.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended June 30,
2002,  the  Company's  Quarterly  Reports  on Form 10-Q for the  quarters  ended
September  30,  2001,  December  31, 2001 and March 31,  2002 and the  Company's
Current  Report  on Form  8-K  filed  with  the SEC on  September  18,  2002 are
incorporated herein by reference.

All documents  filed by the Company  pursuant to Sections  13(a),  13(c),  14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date of
the Special Meeting or any  adjournment or postponement  thereof shall be deemed
to be incorporated  by reference  herein and made a part hereof from the date of
the filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or  superseded  for  purposes  of this  Proxy  Statement  to the  extent  that a
statement contained herein or in any other document  subsequently filed with the
Commission  which also is deemed to be incorporated by reference herein modified
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement.

The Company  will provide  without  charge to each person to whom a copy of this
Proxy Statement is delivered, upon the written or oral request of such person, a
copy  of any or all of the  documents  incorporated  by  reference  herein  (not
including the exhibits to such documents,  unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed  toThomas E.  Gardner,  c/o Point Gammon  Corporation,  One  Providence
Washington Plaza, 4th Floor, Providence, RI 02903.

                                  OTHER MATTERS

The Board of Directors  does not know of any other matters which may come before
the  meeting.  However,  if any other  matters  are  properly  presented  to the
meeting,  it is the intention of the persons named in the accompanying  proxy to
vote, or otherwise act, in accordance with their judgment on such matters.

The Board of Directors encourages stockholders to attend the meeting. Whether or
not you plan to attend,  you are urged to  complete,  date,  sign and return the
enclosed  proxy in the  accompanying  envelope.  A prompt  response will greatly
facilitate   arrangements   for  the  meeting  and  your   cooperation  will  be
appreciated.   Stockholders  who  attend  this  meeting  may  vote  their  stock
personally even though they have sent in their proxies.

                                             By Order of the Board of Directors,

                                             Thomas E. Gardner
                                             Chairman




                                  EXHIBIT INDEX

                                                                           PAGE
EXHIBIT                                                                   NUMBER
                                                                          ------

Exhibit A    Plan of Complete Liquidation and Dissolution...............    A-1
Exhibit B    ASI Financial Statements for the Two Years ended
             December 31, 2001..........................................    B-1




                                    EXHIBIT A

                  PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
                                       OF
                      ACCESS SOLUTIONS INTERNATIONAL, INC.

This Plan of Complete  Liquidation and  Dissolution  (the "Plan") is intended to
accomplish  the  complete   liquidation  and  dissolution  of  Access  Solutions
International,  Inc., a Delaware corporation (the "Company"), in accordance with
the Delaware  General  Corporation  Law and Section 331 of the Internal  Revenue
Code of 1986, as amended (the "Code"), as follows:

     1.   The Board of Directors of the Company (the "Board of  Directors")  has
          adopted this Plan and called a meeting (the  "Meeting") of the holders
          of the  Company's  Common  Stock to take action on the Plan and ratify
          the  Company's  actions  taken to date on the  Plan.  If  stockholders
          holding a majority of the  Company's  outstanding  common  stock,  par
          value $0.01 per share (the "Common  Stock"),  vote for the adoption of
          this Plan at the Meeting,  the Plan shall  constitute the adopted Plan
          of the  Company as of the date of the  Meeting,  or such later date on
          which  the  stockholders  may  approve  the  Plan  if the  Meeting  is
          adjourned to a later date (the "Adoption  Date").  The adoption of the
          Plan by the  stockholders  of the Company  shall  constitute  full and
          complete  authority  for the Board of  Directors  and  officers of the
          Company,  without  further  stockholder  action,  to proceed  with the
          dissolution  and  liquidation  of the Company in  accordance  with any
          applicable  provision of Delaware law, including,  without limitation,
          Section 280 or Section 281(b) thereof.

     2.   After the Adoption  Date, the Company shall not engage in any business
          activities except to the extent necessary to preserve the value of its
          assets,  wind up its business  affairs,  and  distribute its assets in
          accordance  with this Plan.  No later than thirty (30) days  following
          the Adoption  Date,  the Company shall file Form 966 with the Internal
          Revenue Service.

     3.   From and after the  Adoption  Date,  the Company  shall  complete  the
          following corporate actions:

          (a)  The Company shall determine  whether and when to (i) transfer the
               Company's  property and assets (other than cash, cash equivalents
               and accounts  receivable)  to a  liquidating  trust  (established
               pursuant to Section 6 hereof), or (ii) collect, sell, exchange or
               otherwise  dispose  of all of its  property  and assets in one or
               more  transactions upon such terms and conditions as the Board of
               Directors, in its absolute discretion, deems expedient and in the
               best interests of the Company and the  stockholders,  without any
               further  vote or  action  by the  Company's  stockholders.  It is
               understood  that the Company  will be  permitted  to commence the
               sale and disposition of its assets as soon as possible  following
               the adoption of this Plan by the Company's  Board of Directors in
               order to attain the highest  value for such  assets and  maximize
               value for its  stockholders.  The Company's assets and properties
               may be sold in bulk to one  buyer or a small  number of buyers or
               on a piecemeal basis to numerous buyers.  The Company will not be
               required to obtain appraisals or other third party opinions as to
               the value of its  properties  and assets in  connection  with the
               liquidation.  In connection with such collection,  sale, exchange
               and  other  disposition,   the  Company  shall  collect  or  make
               provision for the  collection of all accounts  receivable,  debts
               and claims owing to the Company.

          (b)  The  Company  shall  pay  or,  as  determined  by  the  Board  of
               Directors,  make  reasonable  provision  to pay,  all  claims and
               obligations of the Company, including all contingent, conditional
               or unmatured claims known to the Company and all claims which are
               known to the Company but for which the  identity of the  claimant
               is unknown.

          (c)  The Company shall  distribute  pro rata to its  stockholders  all
               available cash including the cash proceeds of any sale,  exchange
               or  disposition,  except  such  cash,  property  or assets as are
               required for paying or making reasonable provision for the claims
               and obligations of the Company.  Such  distribution may occur all
               at once or in a series of  distributions  and shall be in cash or
               assets, in such amounts,  and at such time or times, as the Board
               of Directors or the Trustees (as defined in Section 6 hereof), in
               their absolute  discretion,  may determine.  If and to the extent
               deemed  necessary,  appropriate  or  desirable  by the  Board  of
               Directors or the  Trustees,  in their  absolute  discretion,  the
               Company may establish  and set aside a reasonable  amount of cash
               and/or  property (the  "Contingency  Reserve") to satisfy  claims
               against  the  Company,   including,   without   limitation,   tax
               obligations,  and  all  expenses  of the  sale  of the  Company's
               property  and  assets,  of  the  collection  and  defense  of the
               Company's   property  and  assets,   and  the   liquidation   and
               dissolution provided for in this Plan.

     4.   The  distributions to the Stockholders  pursuant to Section 3, 6 and 7
          hereof shall be in complete  redemption and cancellation of all of the
          outstanding Common Stock of the Company.  As a condition to receipt of
          any distribution to the Company's stockholders, the Board of Directors
          or the  Trustees,  in  their  absolute  discretion,  may  require  the
          stockholders to (i) surrender their certificates evidencing the Common
          Stock to the Company or its agents for recording of such distributions
          thereon or (ii) furnish the Company with evidence  satisfactory to the
          Board of Directors or the Trustees of the loss,  theft or  destruction
          of their certificates  evidencing the Common Stock, together with such
          surety bond or other  security or  indemnity as may be required by and
          satisfactory to the Board of Directors or the Trustees  ("Satisfactory
          Evidence  and  Indemnity").  As a  condition  to  receipt of any final
          distribution to the Company's stockholders,  the Board of Directors or
          the  Trustees,   in  their  absolute   discretion,   may  require  the
          stockholders to (i) surrender their certificates evidencing the Common
          Stock to the Company or its agent for cancellation or (ii) furnish the
          Company with  Satisfactory  Evidence and  Indemnity.  The Company will
          finally  close its stock  transfer  books  and  discontinue  recording
          transfers of Common Stock on the earliest to occur of (i) the close of
          business  on the record date fixed by the Board of  Directors  for the
          final liquidating distribution, (ii) the close of business on the date
          on which the remaining  assets of the Company are  transferred  to the
          Trust or (iii) the date on which the Company files its  Certificate of
          Dissolution under the Delaware General  Corporation Law (following any
          post-dissolution   continuation  period  thereunder),  and  thereafter
          certificates  representing  Common  Stock  will not be  assignable  or
          transferable  on the books of the  Company  except by will,  intestate
          succession, or operation of law.

     5.   If any distribution to a stockholder  cannot be made,  whether because
          the   stockholder   cannot  be  located,   has  not   surrendered  its
          certificates  evidencing the Common Stock as required hereunder or for
          any other  reason,  the  distribution  to which  such  stockholder  is
          entitled  (unless  transferred  to the Trust  established  pursuant to
          Section  6  hereof)  shall be  transferred,  at such time as the final
          liquidating  distribution  is made by the Company,  to the official of
          such  state or other  jurisdiction  authorized  by  applicable  law to
          receive  the  proceeds  of such  distribution.  The  proceeds  of such
          distribution  shall  thereafter  be held solely for the benefit of and
          for ultimate  distribution  to such  stockholder as the sole equitable
          owner  thereof and shall be treated as abandoned  property and escheat
          to the  applicable  state or other  jurisdiction  in  accordance  with
          applicable   law.  In  no  event  shall  the   proceeds  of  any  such
          distribution revert to or become the property of the Company.

     6.   If  deemed  necessary,  appropriate  or  desirable  by  the  Board  of
          Directors,   in  its  absolute  discretion,   in  furtherance  of  the
          liquidation  and   distribution   of  the  Company's   assets  to  the
          stockholders,  as a final  liquidating  distribution  or from  time to
          time, the Company shall transfer to one or more liquidating  trustees,
          for  the  benefit  of  its  stockholders  (the  "Trustees"),  under  a
          liquidating  trust (the "Trust"),  any assets of the Company which are
          (i) not reasonably  susceptible to distribution  to the  stockholders,
          including without limitation non-cash assets and assets held on behalf
          of the  stockholders  (a) who  cannot be  located or who do not tender
          their  certificates  evidencing the Common Stock to the Company or its
          agent as herein above required or (b) to whom distributions may not be
          made based upon restrictions under contract or law, including, without
          limitation,   restrictions   of  the  federal   securities   laws  and
          regulations  promulgated  thereunder,  or (ii) held as the Contingency
          Reserve. The Board of Directors is hereby authorized to appoint one or
          more individuals, corporations,  partnerships or other persons, or any
          combination thereof,  including,  without limitation,  any one or more
          officers,  directors,  employees,  agents  or  representatives  of the
          Company,  to act as the initial Trustee or Trustees for the benefit of
          the  stockholders  and to  receive  any  assets  of the  Company.  Any
          Trustees appointed as provided in the preceding sentence shall succeed
          to all  right,  title  and  interest  of the  Company  of any kind and
          character with respect to such  transferred  assets and, to the extent
          of the assets so transferred and solely in their capacity as Trustees,
          shall assume all of the  liabilities  and  obligations of the Company,
          including,    without   limitation,   any   unsatisfied   claims   and
          unascertained or contingent  liabilities.  Further,  any conveyance of
          assets  to the  Trustees  shall  be  deemed  to be a  distribution  of
          property  and  assets  by the  Company  to the  stockholders  for  the
          purposes  of  Section  3 of this  Plan.  Any  such  conveyance  to the
          Trustees shall be in trust for the  stockholders  of the Company.  The
          Company,  subject to this  Section and as  authorized  by the Board of
          Directors,  in its absolute  discretion,  may enter into a liquidating
          trust agreement with the Trustees, on such terms and conditions as the
          Board of Directors,  in its absolute  discretion,  may deem necessary,
          appropriate  or desirable.  Adoption of this Plan by a majority of the
          outstanding   Common  Stock  shall  constitute  the  approval  of  the
          stockholders  of any  such  appointment,  any such  liquidating  trust
          agreement  and any  transfer  of assets by the Company to the Trust as
          their act and as a part hereof as if herein written.

     7.   Whether or not a Trust shall have been previously established pursuant
          to Section 6, in the event it should not be  feasible  for the Company
          to make the final  distribution to its  stockholders of all assets and
          properties  of the Company  prior to [date],  2005 then,  on or before
          such date,  the Company  shall be  required  to  establish a Trust and
          transfer  any  remaining  assets and  properties  (including,  without
          limitation,   any  uncollected  claims,   contingent  assets  and  the
          Contingency Reserve) to the Trustees as set forth in Section 6.

     8.   After the Adoption Date,  the officers of the Company  shall,  at such
          time as the Board of  Directors,  in its  absolute  discretion,  deems
          necessary,  appropriate or desirable, obtain any certificates required
          from  the  Delaware  tax   authorities   and,  upon   obtaining   such
          certificates,  the Company  shall file with the  Secretary of State of
          the State of Delaware a certificate of dissolution  (the  "Certificate
          of Dissolution")  in accordance with the Delaware General  Corporation
          Laws.

     9.   Adoption  of this Plan by  holders of a  majority  of the  outstanding
          Common Stock shall  constitute the approval of the stockholders of the
          sale,  exchange  or other  disposition  in  liquidation  of all of the
          property  and assets of the Company,  whether  such sale,  exchange or
          other   disposition   occurs  in  one   transaction  or  a  series  of
          transactions,  and shall constitute  ratification of all contracts for
          sale,  exchange or other disposition which are conditioned on adoption
          of this Plan.

     10.  In connection with and for the purposes of  implementing  and assuring
          completion of this Plan,  the Company may, in the absolute  discretion
          of the Board of Directors, pay any brokerage, agency, professional and
          other fees and expenses of persons  rendering  services to the Company
          in connection with the collection, sale, exchange or other disposition
          of the Company's  property and assets and the  implementation  of this
          Plan.

     11.  In connection  with and for the purpose of  implementing  and assuring
          completion of this Plan,  the Company may, in the absolute  discretion
          of the Board of  Directors,  pay the  Company's  officers,  directors,
          employees, agents and representatives, or any of them, compensation or
          additional compensation above their regular compensation,  in money or
          other property, as severance,  bonus, acceleration of vesting of stock
          or  stock  options,  or in  any  other  form,  in  recognition  of the
          extraordinary  efforts  they,  or any of  them,  will be  required  to
          undertake,   or   actually   undertake,   in   connection   with   the
          implementation  of this Plan.  Adoption  of this Plan by a majority of
          the  outstanding  Common  Stock shall  constitute  the approval of the
          Company's stockholders of the payment of any such compensation.

     12.  The Company  shall  continue to  indemnify  its  officers,  directors,
          employees,   agents  and   representatives   in  accordance  with  its
          certificate  of  incorporation,   as  amended,  and  by-laws  and  any
          contractual  arrangements,  for the actions taken in  connection  with
          this  Plan and the  winding  up of the  affairs  of the  Company.  The
          Company's  obligation to indemnify  such persons may also be satisfied
          out of the  assets  of the  Trust.  The  Board  of  Directors  and the
          Trustees,  in their absolute discretion,  are authorized to obtain and
          maintain  insurance as may be necessary  or  appropriate  to cover the
          Company's obligation hereunder, including seeking an extension in time
          and coverage of the Company's insurance policies currently in effect.

     13.  Notwithstanding   authorization  or  consent  to  this  Plan  and  the
          transactions  contemplated hereby by the Company's  stockholders,  the
          Board of  Directors  may  modify,  amend or abandon  this Plan and the
          transactions   contemplated  hereby  without  further  action  by  the
          stockholders  to  the  extent   permitted  by  the  Delaware   General
          Corporation Law.

     14.  The Board of  Directors of the Company is hereby  authorized,  without
          further  action by the  Company's  stockholders,  to do and perform or
          cause the officers of the Company, subject to approval of the Board of
          Directors,  to do and perform, any and all acts, and to make, execute,
          deliver  or adopt any and all  agreements,  resolutions,  conveyances,
          certificates  and other  documents  of every  kind  which  are  deemed
          necessary, appropriate or desirable, in the absolute discretion of the
          Board  of  Directors,  to  implement  this  Plan  and the  transaction
          contemplated hereby,  including,  without limiting the foregoing,  all
          filings or acts  required by any state or federal law or regulation to
          wind up its affairs.


                                    EXHIBIT B

                      Access Solutions International, Inc.

                          Index to Financial Statements



                                                                           PAGE

Report of Independent Auditors                                               B-2

Financial Statements:

  Balance Sheet - June 30, 2002                                              B-3

  Statements of Operations -
    Years Ended June 30, 2002 and 2001                                       B-4

  Statements of Stockholders' Equity (Deficit) -
    Years Ended June 30, 2002 and 2001                                       B-5

  Statements of Cash Flows -
    Years Ended June 30, 2002 and 2001                                       B-6

Notes to Financial Statements                                                B-7



                         REPORT OF INDEPENDENT AUDITORS






To the Board of Directors and Stockholders of
Access Solutions International, Inc.


We  have   audited  the   accompanying   balance   sheet  of  Access   Solutions
International,  Inc.  as of  June  30,  2002,  and  the  related  statements  of
operations, stockholders' equity and cash flows for each of the two years in the
period ended June 30, 2002. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Access Solutions International,
Inc. as of June 30, 2002,  and the results of its  operations and its cash flows
for each of the two years in the period ended June 30, 2002, in conformity  with
accounting principles generally accepted in the United States of America.



CARLIN, CHARRON & ROSEN LLP

August 8, 2002






                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2002

ASSETS

CURRENT ASSETS
                                                                            
    Cash and cash equivalents                                                  $      2,350,692
    Trade accounts receivable, net of allowance for doubtful accounts of
      $17,375                                                                           290,668
    Inventories                                                                          15,003
    Prepaid expenses and other current assets                                            18,288
                                                                               ----------------
      TOTAL CURRENT ASSETS                                                            2,674,650
                                                                               ----------------
PROPERTY AND EQUIPMENT, NET                                                               1,798
                                                                               ----------------
TOTAL ASSETS                                                                   $      2,676,448
                                                                               ================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                           $        147,156
    Accrued salaries and wages                                                           22,069
    Accrued expenses                                                                     65,004
    Deferred revenue                                                                    432,918
                                                                               ----------------
      TOTAL CURRENT LIABILITIES                                                         667,147
                                                                               ----------------
TOTAL LIABILITIES                                                                       667,147
                                                                               ----------------

COMMITMENTS AND CONTINGENCIES (Notes 1, 6 and 9)                                        -

STOCKHOLDERS' EQUITY
    Common stock, $.01 par value; 13,000,000 shares authorized,
      3,965,199 shares issued, and 3,963,940 shares outstanding                          39,652
    Additional paid-in capital                                                       17,637,694
    Accumulated deficit                                                             (15,649,989)
                                                                               -----------------
      TOTAL                                                                           2,027,357

    Treasury stock, at cost (1,259 shares)                                              (18,056)
                                                                               -----------------
      TOTAL STOCKHOLDERS' EQUITY                                                      2,009,301
                                                                               ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $      2,676,448
                                                                               ================

See  accompanying  notes to the financial  statements and independent  auditors'
report.






                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


                                                     YEAR ENDED JUNE 30,
                                                   2002                2001
                                                   ----                ----
NET SALES

    Products                                     $ 35,576          $ 146,162
    Support and services                          671,431            799,816
                                                  -------          ---------
      TOTAL NET SALES                             707,007            945,978
                                                  -------          ---------

COST OF SALES
    Products                                        7,422             17,339
    Support and services                          205,650            237,060
                                                  -------          ---------
      TOTAL COST OF SALES                         213,072            254,399

      GROSS PROFIT                                493,935            691,579
                                                  -------          ---------

OPERATING EXPENSES
    Selling expenses                              132,688            118,429
    General and administrative expenses           389,401            429,801
                                                  -------          ---------
        TOTAL OPERATING EXPENSES                  522,089            548,230
                                                  -------          ---------

PROFIT (LOSS) FROM OPERATIONS                     (28,154)           143,349

OTHER INCOME (EXPENSE)
    Loss on disposal of fixed assets               -                (42,469)
    Interest income                                43,341             22,462
    Interest expense                               -               (240,504)
    Litigation settlement                          -               4,175,583
    Miscellaneous income                           94,478             47,239
                                                  -------          ---------
TOTAL OTHER INCOME (EXPENSE)                      137,819          3,962,311
                                                  -------          ---------

NET INCOME BEFORE PROVISION FOR
    INCOME TAXES                                 $109,665         $4,105,660
                                                  =======          =========

PROVISION FOR INCOME TAXES                          2,500             95,000

NET INCOME                                       $107,165         $4,010,660
                                                  =======          =========

NET INCOME PER COMMON SHARE                      $    .03         $     1.01
                                                  =======          =========

Weighted average number of common
  shares outstanding                             3,963,940         3,963,940
                                                 =========         =========

Diluted earnings per share                       $    .02         $      .88
                                                  =======          =========

See  accompanying  notes to the financial  statements and independent auditors'
report.




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


                                                                Stockholders' Equity (Deficit)
                           ----------------------------------------------------------------------------------
                               Common Stock
                           ------------------  Additional       Accumulated   Treasury Stock     Total Equity
                              Shares   Amount  Paid-In-Capital   Deficit      Shares  Amount      (Deficit)
                              ------   ------  ---------------   -------      ------  --------    -----------

Balance at June 30, 2000
                                                                             
                           3,965,199   39,652   $17,637,694     (19,768,063)    1,259 (  18,056)  (2,108,773)
                           =========   ======== ===========     ============    ===== ==========   =========
Net income                      -        -            -                -          -   4,010,660
                                                                  4,010,660
Balance at June 30, 2001
                           3,965,199   39,652   $17,637,694     (15,757,154)    1,259   (18,056)   1,902,136
                           =========   ======== ===========     ============    ===== ==========   =========
Net income                      -          -        -               107,165      -         -         107,165
Balance at June 30, 2002
                           3,965,199   39,652   $17,637,694     (15,649,989)    1,259    (18,056)  2,009,301
                           =========   ======== ===========     ============    ===== ===========  =========

See  accompanying  notes to the financial  statements and independent  auditors'
report.




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

                                                             YEAR ENDED JUNE 30,
                                                            2002         2001
                                                            ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                           $107,165    $4,010,660
    Adjustments to reconcile net loss to net cash y
      used by operating activities:
        Depreciation and amortization                       5,164        19,240
        Loss on disposal of fixed assets                     -           42,469
        Provision for doubtful accounts-trade receivables  13,031        (8,823)
        Changes in operating assets and liabilities:
          Decrease (Increase) in:
             Trade accounts receivable                   (112,554)       76,986
             Inventories                                    6,469         3,935
             Prepaid expenses and other current assets     14,766         6,310
          Increase (decrease) in:
             Accounts payable                             (70,947)     (393,686)
             Accrued expenses and salaries and wages     (102,739)       16,405
             Deferred revenue                              64,967      (117,710)
                                                         --------     ----------
NET CASH PROVIDED BY (USED FOR)
       OPERATING ACTIVITIES                               (74,678)    3,655,786
                                                         --------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Fixed Assets                                    (909)         -
                                                         --------     ----------

NET CASH USED FOR INVESTING ACTIVITIES                       (909)         -
                                                         --------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Repayment of Note Payable                               -      (1,287,549)
                                                         --------     ----------

NET CASH USED FOR FINANCING ACTIVITIES                        -      (1,287,549)
                                                         --------     ----------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                             (75,587)    2,368,237

CASH AND CASH EQUIVALENTS, BEGINNING                    2,426,279        58,042
                                                         --------     ----------

CASH AND CASH EQUIVALENTS, ENDING                      $2,350,692    $2,426,279
                                                        =========     ==========

SUPPLEMENTAL DISCLOSURES OF CASH
    FLOWS INFORMATION
    Cash paid for interest                              $   -           502,862
                                                         ========     ==========

See  accompanying  notes to the financial  statements and independent auditors'
report.





                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

1.   NATURE OF OPERATIONS

     Access  Solutions   International,   Inc.   (formerly   Aquidneck   Systems
     International,  Inc.)  (the  "Company"  or "ASI")  assembles  and  services
     optical data storage systems consisting of integrated computer hardware and
     software  for the  archival  storage and  retrieval  of  computer-generated
     information.  The  Company's  optical data  storage  systems have been sold
     principally to a limited number of large  organizations  that need to store
     and retrieve  large  quantities of  computer-generated  data. To date,  the
     Company's  customers  primarily  operate  in  the  financial  services  and
     insurance industries. No new systems were sold in this year.

     During 1996, the Company  consummated  an initial public  offering (IPO) of
     1,066,667 Units.  Each Unit consisted of two shares of common stock and one
     redeemable common stock purchase warrant.  Each warrant entitles the holder
     to purchase one share of common stock at an initial exercise price of $5.00
     per share, subject to adjustments,  through October 15, 2001. The shares of
     common stock and warrants comprising the Units are separately tradable.  An
     over-allotment option to purchase an additional 160,000 Units upon the same
     terms  and  conditions  set  forth  above was  exercised  by the  Company's
     underwriter on October 29, 1996. An aggregate of 2,453,334 shares of common
     stock and 1,226,667  warrants were issued by the Company,  resulting in net
     proceeds of $7,062,507.

     On April 23, 2001, ASI announced that it had received a monetary settlement
     pursuant to a signed settlement  agreement with Anacomp,  Inc.  ("Anacomp")
     and Kodak  resolving its patent  infringement  lawsuit  against  defendants
     Anacomp and Kodak in the United States  District  Court for the District of
     Rhode  Island.  After  the  payment  of  legal  fees  and the  share of the
     settlement  allocated  to the co-owner of the patent,  on May 1, 2001,  ASI
     received net proceeds of $4,175,586. Approximately $2,000,000 has been used
     to retire outstanding debt and payables.

2.   SIGNIFICANT ACCOUNTING POLICIES

     Cash and Cash Equivalents

     The Company  considers  all highly  liquid  investments  purchased  with an
     original maturity of three months or less to be cash equivalents.






                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Inventories

     Inventories  are stated at the lower of cost or market.  Cost is determined
     using the first-in,  first-out (FIFO) method. Inventories consist primarily
     of  components  used in  production,  finished  goods held for sale and for
     service  needs,   and  optical  disk  storage   libraries   purchased  from
     third-party  vendors  for  resale  to the  Company's  customers  as part of
     integrated  systems.  Base stock  service  inventories  are  maintained  at
     customer locations as required under service contracts.

     The  Company's  products  consist  of  integrated   computer  hardware  and
     software. Rapid technological change and frequent new product introductions
     and enhancements  could result in excess inventory  quantities over current
     requirements based on the projected level of sales. The amount of loss that
     is reasonably  possible should such technological  developments be realized
     is not estimable.

     Fixed Assets

     Fixed assets are stated at cost. Depreciation and amortization are computed
     using the  straight-line  method  over the  estimated  useful  lives of the
     assets.  Assets  recorded  under  capital  leases  are  amortized  over the
     estimated useful lives or lease terms, whichever is shorter.

     Revenue Recognition

     Product revenues include the sale of optical  archiving  systems,  software
     licenses, peripheral hardware, and consumable media.

     Revenue from the sale of optical archiving systems and software licenses is
     recognized   when  the   system  is   installed   and  only   insignificant
     post-installation  obligations  remain.  In the case of  systems  installed
     subject to acceptance  criteria,  revenue is recognized  upon acceptance of
     the system by the customer.  Revenue from  hardware  upgrades is recognized
     upon shipment.

     Service   revenues   include  post   installation   software  and  hardware
maintenance and consulting services.




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     The Company provides the first year of software maintenance to customers as
     part of the software license purchase price and recognizes the revenue upon
     installation   of  the  software.   Costs   associated  with  initial  year
     maintenance  are not  significant  and  enhancements  provided  during this
     period are minimal and are expected to be minimal. All software maintenance
     contracts  after the first year are billed in advance of the service period
     and revenues are deferred and  recognized  ratably over the contract  term.
     Hardware  maintenance  is billed for varying  terms,  and is  deferred  and
     recognized ratably over the term of the agreement. Revenues from consulting
     services are recognized upon customers' acceptances or during the period in
     which services are provided if customer acceptance is not required and such
     amounts are fixed and determinable.

     Software Development Costs

     Development  costs incurred in the research and development of new software
     products and  enhancements  to existing  software  products are expensed as
     incurred  until  technological  feasibility  has  been  established.  After
     technological  feasibility is established  and until the related product is
     available for general release to customers, any additional material amounts
     of development  costs are  capitalized  and amortized to cost of sales over
     the economic life of the related product. Costs eligible for capitalization
     have not been significant to date.

     Income Taxes

     Income  taxes  are  accounted  using  an  asset  and  liability  method  of
     accounting  for deferred  income  taxes.  Under this  method,  deferred tax
     assets  and  liabilities  are  recognized  for  the  estimated  future  tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax bases.

     Deferred tax assets and liabilities are measured using enacted tax rates in
     effect for the year in which those differences are expected to be recovered
     or settled. The primary component of the Company's deferred tax asset as of
     June  30,  2002,   which  is  fully   reserved,   is  net  operating   loss
     carryforwards.

     Earnings Per Common Share

     In 2002 and 2001,  earnings per common share is computed using the weighted
     average  number of shares of common  stock  outstanding  during the period.
     Diluted earnings per share is computed using the weighted average number of
     shares of common stock and an  additional  575,000  shares which  represent
     exercisable options at June 30, 2002.



                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management to make estimates and assumptions  that affect reported  amounts
     of  assets  and  liabilities  and  disclosure  of  contingent   assets  and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of revenues and expenses during the period reported. Actual results
     could differ from those estimates.

     Reliance on Single or Limited Sources of Supply

     The Company currently  purchases all of its optical disk storage libraries,
     CPU boards,  fiber  optic  channel  hardware  and  high-density  integrated
     circuits  from  single or  limited  sources.  Although  there are a limited
     number of manufacturers of these components, management believes that other
     suppliers  could provide  similar  products on comparable  terms.  Total or
     partial  loss  of  any  such  source,  however,  could  cause  a  delay  in
     manufacturing  and a possible loss of sales,  which would affect  operating
     results adversely.

     Stock Based Compensation

     The Company measures  compensation expense relative to employee stock-based
     compensation plans using the intrinsic  value-based method of accounting as
     prescribed by Accounting  Principles Board Opinion No. 25,  "Accounting for
     Stock Issued to  Employees".  However,  the Company  will  disclose the pro
     forma  amounts  of net  income  and  earnings  per share as though the fair
     value-based  method of  accounting  prescribed  by  Statement  of Financial
     Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation",
     had been applied. See the stock options note for these disclosures.

3.   PAPERCLIP MERGER, MANAGEMENT AGREEMENTS

     On April 15, 1997, the Company and PaperClip  entered into an agreement for
     the  Company to acquire  substantially  all the assets and  liabilities  of
     PaperClip,  which was later amended to change the  acquisition to a merger.
     The Company and  PaperClip  also entered into a management  agreement  (the
     "Management  Agreement") which allowed the Company to manage the day-to-day
     operations  of  PaperClip  and to  advance  funds on  behalf  of  PaperClip
     pursuant  to an  operating  budget,  in each case until the  closing of the
     Merger or the termination of the Merger Agreement. On January 29, 1997, the
     Company  provided a $300,000  bridge loan to PaperClip for use as operating
     capital in exchange for a 12%  convertible  note from PaperClip  secured by
     substantially  all the assets of  PaperClip.  In addition,  the Company had
     made unsecured advances to PaperClip of $140,813,  $1,252,689, and $529,052
     during the years  ended June 30,  1999,  1998 and 1997,  respectively,  for
     funding of working capital requirements.



                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

3.       PAPERCLIP MERGER, MANAGEMENT AGREEMENTS (CONTINUED)

The Company and PaperClip  also entered into a one-year  distribution  agreement
effective June 1, 1997 pursuant to which the Company acted as a distributor  for
PaperClip's products in the United States to dealers and resellers.

Ultimately, the merger agreement was terminated on August 24, 1998. Accordingly,
the  Company  wrote off  approximately  $2,443,000  effective  June 30, 1998 and
approximately $141,000 effective June 30, 1999 in connection with the terminated
merger.

In November of 2000,  PaperClip  Software Inc. and ASI entered into an agreement
whereby  the  indebtedness  to ASI in the amount of  $300,000,  plus all accrued
interest through  December 31, 1999 in the amount of $105,300,  will be paid for
by the execution and delivery of a new promissory  note from PaperClip to ASI in
the aggregate  principal amount of $405,300.  All amounts due under the new Note
will be paid for over a period  of three  (3)  years in  thirty-six  (36)  equal
installments of $11,265  beginning on January 1, 2001.  Although payments on the
note are current,  ASI has fully  reserved  for the value of the new  promissory
note (approximately $200,000 at June 30, 2002) due to PaperClip's poor financial
condition.

As a result of advances  issued to  PaperClip  from  November  12, 1997  through
August 24,  1998,  PaperClip  was  indebted  to ASI in the amount of  $2,305,506
including  accrued  interest  through  December 31, 1999. In November  2000, ASI
exchanged the above  indebtedness for 3,649,543  shares of PaperClip's  Series A
Preferred Stock, $.01 par value per share (the "Series A Preferred Stock"). Each
share of Preferred  Stock is convertible  into one share of  PaperClip's  common
stock ("common  stock")  subject to  anti-dilution  protection in the event of a
stock split, stock dividend,  recapitalization  or similar change to the capital
structure of PaperClip. The shares are convertible anytime at ASI's option or at
PaperClip's  option,  provided that immediately prior to conversion,  the common
stock had traded  for not less than 60  consecutive  days at a closing  price of
150% of the implied conversion price. The implied conversion price is derived by
dividing the amount of the  additional  indebtedness  by the number of shares of
common  stock  issuable  upon  conversion  by ASI of the  preferred  stock.  The
"Converted  Shares" would equal 27.5% of the then outstanding  Common Stock. The
holders of the converted common stock would have piggyback  registration  rights
on  the  Converted  Shares   underlying  the  Preferred  Stock.  Such  piggyback
registration  rights on the  converted  stock would  expire with  respect to the
holder  when  such  shares  were  eligible  for  sale  pursuant  to Rule  144(k)
promulgated  and the rules and  regulations  of the  Securities Act of 1933. The
preferred  stock  is not  entitled  to  dividends  and will  have a  liquidation
preference  equal to  $2,305,506.  No value has been  recorded on the  Company's
financial statements for this investment due to PaperClip's  deteriorating stock
value and its poor financial condition.


                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

4.   INVENTORIES

     Inventories at June 30, 2002 consist of the following:

         Production inventory                              $   371,596
         Less - inventory reserves                            (356,593)
                                                           -----------

         TOTAL INVENTORY AVAILABLE FOR SALE                $    15,003
                                                           ===========

5.   PROPERTY AND EQUIPMENT

     Property and equipment at June 30, 2002 consists
       of the following:

         Computers and office equipment                    $    57,483
         Furniture and fixtures                                  9,313
                                                            ----------
         TOTAL                                                  66,796
         Accumulated depreciation and amortization             (64,998)
                                                           -----------

         NET PROPERTY AND EQUIPMENT                        $     1,798
                                                           ===========

6.   COMMITMENTS

     Operating Lease

     The  Company  leases  building  space for office and plant  facilities.  In
     October,  1998, the Company entered into a new lease for  approximately 40%
     of the previous  space  utilized,  through  September 30, 2001. In October,
     2001, the Company negotiated a month-to-month lease commitment for the same
     space that may be terminated by either party with three months notice. This
     notice was given  August 1, 2001.  Total rent  expense  for the years ended
     June 30, 2002 and 2001 amounted to $43,222 and $35,909, respectively.

7.   INCOME TAXES

     The tax effects of net operating loss ("NOL")  carryforwards  and temporary
     differences  that give rise to deferred tax assets and  liabilities at June
     30, 2002 are as follows:

                                                                   JUNE 30, 2002
         Deferred tax assets:
         Net operating loss carryforwards                          $4,283,000
         Research and development costs capitalized
           for tax purposes                                           531,000
                                                                   ----------
                                                                    4,814,000
         Valuation allowance                                       (4,814,000)
                                                                   -----------




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

7.   INCOME TAXES (CONTINUED)

     Net Deferred Tax Asset                                                $ -

     The Company records a valuation allowance for deferred tax assets, if based
     on the weight of available  evidence,  it is more likely than not that some
     portion or all of the deferred tax asset will not be realized.  The Company
     has  determined  that a full  valuation  allowance  is  required  given its
     history of operating losses since its inception.

    At June 30, 2002, the Company has total federal and state NOL carryforwards,
    prior to any  limitations,  available  to reduce  future  taxable  income of
    approximately  $10,707,000,  which  expire in various  amounts  between  the
    fiscal years 2003 and 2022, if not previously  utilized.  In the event of an
    ownership change, as defined under Section 382 of the Internal Revenue Code,
    utilization  of NOL  carryforwards  in the period  following  the  ownership
    change can be  significantly  limited.  The  Company  has  incurred  several
    changes of ownership under these rules. As a result, utilization of the NOLs
    is subject to various limitations,  depending upon the year in which the NOL
    originated.  As of June 30, 2002  management  estimates  that  approximately
    $6,000,000  (after  limitations) of the Company's  federal NOL carryforwards
    will be available to offset taxable income that may be generated  within the
    carryforward  period  subject to a limitation of  approximately  $400,000 of
    utilization  per year.  However,  because the  limitation  calculations  are
    complex  and  subject  to  review by the  Internal  Revenue  Service,  these
    limitations could be adjusted.

    The following reconciles  approximate net income before provision for income
    tax purposes to approximate taxable net income at June 30, 2002 and 2001:

                                                    2002     2001
                                                    ----     ----
             Net income before provision for
             income tax purposes
                                                 $ 107,200  4,105,700

             Legal fees                               -       377,200
             Interest expense                         -        264,500
             Paperclip write-off                      -        584,100
             Research and development              213,300     213,300
             Net operating loss carryforwards         -        424,800
             Section 1231 loss carryforwards        39,100        -
                                                  --------  ----------
             Taxable net income                  $(145,200)    241,800
                                                  ========  ==========

     The Company had timing differences  relating to the capitalization of legal
     fees and interest charges for income tax reporting in prior periods.  Those
     charges were deducted for June 30, 2001 tax reporting but had been expensed
     as incurred in prior years for financial reporting.




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

7.   INCOME TAXES (CONTINUED)

     The Company  also had timing  differences  relating  to  expenses  incurred
     during a failed  merger  with  Paperclip  (Note 3). The  Company  had notes
     receivable due from  Paperclip  that they expensed (set up allowances  for)
     for financial  reporting purposes in prior years.  However,  the write-offs
     were deducted for June 30, 2001 tax reporting  when the Company  determined
     that the value of the notes could not be recovered.

     Further,  during the years ended June 30, 2002 and 2001,  the Company had a
     research and  development  tax  deduction  from  research  and  development
     expenses  capitalized  in prior  periods for tax  reporting  purposes.  The
     Company  also had a net  operating  loss  carryforward  deduction  that was
     utilized  for the  year  ending  June  30,  2001 and a  section  1231  loss
     carryforward deduction that was utilized for the year ending June 30, 2002.

     The federal and state  income tax  provisions  for the years ended June 30,
2002 and 2001 are summarized as follows:

                                      2002        2001
                                    --------   --------
                                    --------   --------
             Federal                $   -        70,000
             State                     2,500     25,000
                                    --------   --------
                                    --------   --------

                                    $  2,500     95,000
                                    ========   ========

8.   STOCK OPTIONS

     In August 1996, the Company  adopted the 1996 Stock Option Plan pursuant to
     which key employees of the Company,  including directors who are employees,
     are eligible to receive options to purchase common stock, at the discretion
     of the Compensation Committee.

     The Company has reserved  500,000 shares of common stock for issuance under
     the 1996 Plan.  Options granted under the 1996 Plan can be either incentive
     stock  options  or  non-qualified   options,   at  the  discretion  of  the
     Compensation Committee.

     On August 1, 1996 the Company granted options to purchase 263,351 shares of
     Common  Stock at an exercise  price  equal to $3.75 per share.  The options
     must be exercised within five years of the date of grant.

     On June 15, 1999 the Company  granted to  employees  non-qualified  options
     under  the 1996 Plan to  purchase  375,000  shares  of  Common  Stock at an
     exercise price equal to $.08 per share.  The options vest  immediately  and
     must be exercised by July 31, 2006.

     On June  15,  1999 the  Company  also  granted  to  non-employee  directors
     non-qualified  options to  purchase  200,000  shares of common  stock at an
     exercise price equal to $.08 per share.  The options vest  immediately  and
     must be exercised by July 31, 2006.




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

8.   STOCK OPTIONS (CONTINUED)

     The Company has also granted  options from time to time to consultants  and
     in connection  with equity and debt offerings at exercise prices which were
     not less than the fair  market  value of the  common  stock on the date the
     option was granted.

     As of June 30, 2002 and 2001, the following stock options were outstanding:

                    Exercise      Number Outstanding
                     Price        June 30,   June 30,
                    Per Share       2002       2001

                    $  .08         575,000    575,000
                      3.75          45,393     45,393
                    222.00           1,014      1,014
                    399.60               9          9
                                   -------    -------
                                   621,416    621,416
                                   =======    =======




                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

8.   STOCK OPTIONS (CONTINUED)



     The following is a summary of stock option activity for the years ended June 30, 2002

                                         Exercise                 Weighted Average
                             Number of    Price          Exercise    Fair Value   Remaining
                              Options    Per Share        Price       At Grant      Life

                                                                   
Outstanding July 1, 1996        10,256  $  74-$399.60   $ 212.53                     11 years

Granted to employees           263,351          $3.75   $   3.75    $    1.05         5 years
Cancelled                      (62,873) $  74-$399.60
                             ----------  ------------    -------     ---------     ----------
                             ----------  ------------    -------     ---------     ----------

Outstanding June 30, 1997      210,734  $3.75-$399.60   $   5.91                   5-10 years

Granted to former employees     45,393          $3.75   $   3.75    $    3.75        10 years
Cancelled                     (121,478) $3.75-$399.60
                             ----------  ------------    -------     ---------     ----------
                             ----------  ------------    -------     ---------     ----------

Outstanding June 30, 1998      134,649  $3.75-$399.60   $   8.67                   4-10 years

Granted to employees and       575,000          $0.08   $   0.08    $    0.08         7 years
   non-employee directors
                             ----------  ------------    -------     ---------     ----------
Cancelled                      (88,175) $3.75-$399.60
                             ----------  ------------    -------     ---------     ----------
                             ----------  ------------    -------     ---------     ----------

Outstanding June 30, 1999      621,474  $0.08-$399.60   $   1.04                    7-9 years
Cancelled                         (58)  $74.00-351.50
                             ---------- -------------    -------     ---------     ----------

Outstanding June 30, 2000      621,416  $0.08-$399.60   $   1.02                    6-8 years
Cancelled                         -               -
                             ----------  ------------    -------    ---------      ----------

Outstanding June 30, 2001      621,416  $0.08-$399.60   $   1.02                    5-7 years
Cancelled                         -               -
                             ----------  ------------    -------     --------      ----------

Outstanding June 30, 2002      621,416  $0.08-$399.60   $   1.02                    4-6 years
                             ==========  ============    =======     ========      ==========





                      ACCESS SOLUTIONS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001

8.   STOCK OPTIONS (CONTINUED)

     Stock-based  compensation  expense  under  the fair  value-based  method of
     accounting  would have  resulted  in pro forma net loss and loss per common
     share approximating the following amounts:

                                           2002                   2001
                              As Reported  Pro Forma   As Reported    Pro Forma

    Net income                 $ 109,665   $ 109,665   $ 4,105,660  $ 4,105,660
                                 =======    =========   ==========   ===========
     Earnings per common share $     .03        $.03         $1.04         $1.04
                                     ===        ====         =====          ====

     The fair value for each option  granted  reflecting the basis for the above
     from pro forma  disclosures  was  determined on the date of grant using the
     Black-Scholes  option-pricing model. The following assumptions were used in
     determining fair value through the model:

                                          2002                    2001
         Expected life                  3 years                  4 years
         Risk-free yields                 4.56%                    4.80%
         Expected volatility                50%*                    50%*

*    Since there were no employee  grants in FY 2002,  this  assumption  did not
     influence the stock-based compensation expense calculation for FY 2002.

     The Company recognizes forfeitures as they occur.

9.   INTERNATIONAL SALES, MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

     The Company  sells  optical  archiving  systems and  related  licenses  for
     software   products  to   customers   domestically   and   internationally.
     International  sales have all been  denominated  in U.S.  dollars  and were
     approximately  $101,232  and  $99,800 in the years  ended June 30, 2002 and
     2001, respectively.  The Company's foreign sales represented  approximately
     14% and 11% of total  revenues  for the year ended June 30,  2002 and 2001,
     respectively.

     Amounts due from four  customers  represented  approximately  100% of total
accounts receivable outstanding at June 30, 2002.

     The Company also has a concentration of credit represented by cash balances
     in certain  large  commercial  banks in amounts which  occasionally  exceed
     current federal deposit insurance limits. The financial  stability of these
     institutions is continually reviewed by senior management.







                      ACCESS SOLUTIONS INTERNATIONAL, INC.

                    PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
                                November 26, 2002

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned  hereby appoints Thomas E. Gardner and Robert H. Stone, and each
or both of them, proxies,  with full power of substitution to vote all shares of
stock  of  Access  Solutions  International,  Inc.  (the  "Company")  which  the
undersigned is entitled to vote at the Special  Meeting of  Stockholders  of the
Company to be held on Tuesday,  November 26, 2002, at 10:00 a.m.  local time, at
the offices of Edwards & Angell,  LLP, 2800 Financial Plaza,  Providence,  Rhode
Island, and at any adjournments thereof, upon matters set forth in the Notice of
Special  Meeting of  Stockholders  and Proxy Statement dated October 21, 2002, a
copy of which has been received by the undersigned.

                                SEE REVERSE SIDE

              CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE


[X] Please mark your vote as indicated in this example.

1.  To ratify and approve the Plan of Complete Liquidation and Dissolution.
[ ]      FOR               [ ]      AGAINST             [ ]     ABSTAIN


Please mark,  sign,  date and promptly return this proxy card using the enclosed
envelope, or otherwise provide your proxy by telephone or the Internet.

MARK HERE FOR ADDRESS  CHANGE AND NOTE AT LEFT [ ] (Please  sign exactly as your
name  appears  hereon.  If signing as attorney,  executor,  trustee or guardian,
please give your full title as such. If stock is held jointly, each owner should
sign. Please read reverse side before signing.)


                                              Signature:________________________
                                              Date______________________________

                                              Signature:________________________
                                              Date______________________________