THE  SHARES  SUBJECT  TO THIS  AGREEMENT  HAVE NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED,
PLEDGED  OR  HYPOTHECATED  UNLESS  AND  UNTIL  REGISTERED  UNDER  THE ACT OR THE
SECURITIES LAWS OF CERTAIN STATES OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.

                          REGISTRATION RIGHTS AGREEMENT

This  Registration  Rights Agreement  ("Agreement") is made effective on October
16, 2000,  by and between  Accesspoint  Corporation  ("Accesspoint")  and RoyCap
Inc., a Canadian  corporation  ("RoyCap").  Accesspoint  and RoyCap agree as set
forth herein and represent to each other with regard thereto as follows:

1. This Agreement is made pursuant to the Securities Purchase Agreement dated as
of the date hereof, by and between Accesspoint and RoyCap ("Securities  Purchase
Agreement").  As used herein,  "Regiserable Securities" shall mean the shares of
Common Stock of Accesspoint  issuable upon  conversion of the  Convertible  Note
("Note")  or the  exercise  of  the  Callable  Warrant  or  the  Common  Warrant
(collectively  or separately  the  "Warrants")  contemplated  in the  Securities
Purchase  Agreement.  As used herein,  "Holder" or  "Holders"  shall mean RoyCap
and/or any other  holder or holders,  as the case may be, from time to time,  of
the  Registrable  Securities.  All of the  definitions of terms contained in the
Securities Purchase Agreement shall be incorporated herein by this reference and
the terms used herein shall have the same meanings and  definitions as set forth
in the Securities Purchase Agreement.

2.  Accesspoint  shall use its best  reasonable  efforts to prepare  and,  on or
before the  thirtieth  (30th) day  following  the Closing  Date set forth in the
Securities Purchase Agreement ("Filing Date"), file with the U.S. Securities and
Exchange Commission  ("Commission") a "Shelf" registration statement registering
for resale all Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415,  unless the Holders shall  otherwise elect to effect
an underwritten  offering. The registration statement shall be on an appropriate
form as determined by  Accesspoint.  Accesspoint  shall use its best  reasonable
efforts to cause the registration  statement to be declared  effective under the
Securities Act as promptly as reasonably possible after the filing thereof,  but
in any event prior to the one  ninetieth  (90th) day  following the filing date,
and shall use its best reasonable  efforts to keep such  registration  statement
continuously  effective under the Securities Act until the date which is two (2)
years after the date that such registration  statement is declared  effective by
the Commission or such earlier date when all Registrable  Securities  covered by
such  registration  statement  have  been  sold  or may be sold  without  volume
restrictions pursuant to Rule 144(k) as determined by the counsel to Accesspoint
pursuant to a written opinion letter to such effect, addressed and acceptable to
the Accesspoint's transfer agent (the "Effectiveness  Period"),  provided, that,
subject to the terms and conditions of this Agreement,  Accesspoint shall not be
deemed  to have  used  its best  reasonable  efforts  to keep  the  registration
statement effective during the Effectiveness  Period if it voluntarily takes any
action that would  result in the Holders not being able to sell the  Registrable
Securities  covered by such  registration  statement  during  the  Effectiveness
Period,  unless such action is required

                                      -1-


<PAGE>

under applicable law or the Company has filed a post-effective  amendment to the
registration statement and the Commission has not declared it effective.

3. Accesspoint and the Holders shall each comply in all respects,  to the extent
applicable,  with the  provisions of all  applicable  Rules  promulgated  by the
Commission,  including,  without  limitation,  Rule 415,  Rule 424 and Rule 512.
Accesspoint  and the Holders shall each  reasonably  cooperate with the other in
effecting any such  compliance.  The Holders,  and the  affiliates,  assigns and
agents of the Holders, including,  without limitation any underwriters,  brokers
or investment  bankers engaged by the Holders,  shall reasonably  cooperate with
Accesspoint in regard to any  undertakings  required  pursuant to Rule 512(a) of
Regulation S-K.
         .
4.  Accesspoint  shall  prepare  and file with the  Commission  such  reasonable
amendments,  including post-effective  amendments, to the registration statement
and the prospectus used in connection  therewith as may be reasonably  necessary
to keep the registration  statement  continuously effective as to the applicable
Registrable  Securities for the Effectiveness  Period and reasonably prepare and
file with the Commission  such  additional  registration  statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any  similar  provisions  then in  force);  and  (iii)  respond  as
promptly as reasonably  possible,  using its best reasonable  efforts to respond
within five (5) days, to any comments  received from the Commission with respect
to the registration statement or any amendment thereto and as promptly as may be
commercially-reasonable  provide the  Holders  true and  complete  copies of all
correspondence   from  and  to  the  Commission  relating  to  the  registration
statement.  The  Holders  shall as promptly  as  commercially-reasonable  inform
Accesspoint,  from time to time, of their intended methods of disposition of the
Registrable  Securities,  and as  promptly  as  may  be  commercially-reasonable
provide the Holders true and complete copies of all documents  pertaining to any
such  intended  method of  disposition.  Accesspoint  and the Holders shall each
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange Act with respect to the disposition of all  Registrable  Securities
covered by the registration statement during the applicable period in accordance
with the intended methods of disposition by the Holders thereof set forth in the
registration statement as so amended or in such prospectus as so supplemented.

5. Accesspoint shall pay to the Holders an amount, as liquidated damages for the
estimated  cost to the  Holders  of not  having  liquid  securities  in the time
contemplated herein and not as a penalty, equal to 2% of the purchase price paid
by such Holder  pursuant to the  Purchase  Agreement.  The payments to which the
Holders  shall be entitled  pursuant to this  Section are  referred to herein as
"Registration  Delay Payments." The Registration Delay Payments shall be paid in
cash or cash  equivalent  representing  good and  immediately  available  funds.
Registration  Delay  Payments  shall be  calculated on each full thirty (30) day
period and paid  within  five (5)  Business  Days of the end of each  applicable
delay month.

6.       The  obligations of Accesspoint to register the Registrable  Securities
hereunder shall be subject to the following provisions:

         6.1 Notwithstanding  anything to the contrary, if the Commission either
(i) refuses to

                                      -2-


<PAGE>

declare  effective or review a registration  statement  because shares of Common
Stock issuable upon exercise of the Warrants or upon  conversion of the Note are
included in such  registration  statement;  (ii) deems all or any portion of the
offering of the Registrable Securities pursuant to the registration statement to
be a primary  offering of Common Stock;  or (iii)  otherwise  refuses to declare
effective or renew a registration  statement for reasons that pertain solely to,
or are under the exclusive control of, the Holders or the affiliates, assigns or
agents of the Holders,  or which are otherwise outside the reasonable control of
Accesspoint,  then each of Accesspoint and the Holders shall have the unilateral
right to terminate the registration statement with respect to any portion of the
Registrable Securities included therein which causes the Commission to take such
position  without  further  liability  of any  kind  with  respect  thereto,  no
Registration Delay Payments shall apply with respect to Accesspoint's failure to
register  such  shares  of Common  Stock and  Accesspoint  will,  to the  extent
applicable,  either  promptly  file an amendment to the  registration  statement
removing  such  shares of Common  Stock from the  registration  statement  or to
otherwise terminate the registration  statement. If the Company shall have filed
the  registration  statement  on or prior to the Filing  Date,  upon  receipt of
written or oral comments from the  Commission  relating to whether the inclusion
of Common Stock issuable upon exercise of the Warrants or upon conversion of the
Convertible Note in the registration statement is permissible, which comments do
not rise to the level of a refusal,  as set forth above, to declare effective or
review a registration  statement or the determination that all or any portion of
the  offering  of  the  Registrable  Securities  pursuant  to  the  registration
statement is a primary offering of Common Stock,  Accesspoint shall be entitled,
promptly after the receipt of such comments from the Commission and upon consent
of the  Purchasers  (which  consent  shall  not be  unreasonably  withheld),  to
terminate  the  registration  statement  with  respect  to  any  portion  of the
Registrable Securities it reasonably believes, on advice of its outside counsel,
should be removed in light of such comments,  without  further  liability of any
kind with respect thereto,  to file an amendment to the  registration  statement
removing such shares from the registration statement and to issue such shares in
a private placement exempt from the registration  requirements of the Securities
Act, and, upon the timely filing of such an amendment,  the "Effectiveness Date"
shall be adjusted to mean the  ninetieth  (90th) day  following  the date of the
filing of such an amendment.

         6.2 RoyCap,  the  Holders,  and its and their  affiliates,  assigns and
agents,  shall use its and their best  reasonable  efforts to  promptly  provide
Accesspoint,  its attorneys and any underwriter with such  non-confidential  and
non-proprietary  information as any of them may  reasonably  request in order to
prepare the registration  statement.  The material failure of RoyCap to promptly
and  fully  provide  any  such  information  shall  relieve  Accesspoint  of the
obligation  to file or cause to be made  effective  any  registration  statement
hereunder.

         6.3 RoyCap, and its affiliates,  assigns or agents,  shall use its best
reasonable efforts promptly to cooperate with Accesspoint, its attorneys and any
underwriter,  and perform  such acts and execute,  acknowledge  and deliver such
documents and instruments as may deemed reasonably necessary by Accesspoint, its
attorneys or any  underwriter,  with regard to the preparation and filing of the
registration  statement.   Failure  to  promptly  and  fully  provide  any  such
cooperation  or perform  such acts or  execute,  acknowledge  and  deliver  such
documents or instruments shall relieve  Accesspoint of the obligation to file or
cause to be made effective any registration statement hereunder.

                                      -3-

<PAGE>


         6.4  Accesspoint  shall be  responsible  for  reasonable  and necessary
expenses  incurred by it in connection with the preparation of the  registration
statement,  including,  without  limitation,  Accesspoint's legal and accounting
fees, but not including fees or disbursements for consultants, experts or legal,
accounting or valuation  services retained by RoyCap, or underwriting  discounts
or  commissions   incurred  by  RoyCap.   Accesspoint  shall  pay  any  and  all
registration filing fees, or portions thereof on a pro rata basis, which pertain
to securities  which are to be registered and offered for its own account or the
account of its  subsidiaries.  The  Holders  shall pay any and all  registration
filing  fees,  or  portions  thereof  on a pro  rata  basis,  which  pertain  to
Registrable Securities which are to be registered and offered for the account of
the Holders,  including,  without limitation,  Registrable  Securities which are
identified pursuant to Rule 415(a)(1)(i) or Rule 415(a)(1)(iii).

7. Accesspoint shall notify the Holders of Registrable Securities as promptly as
reasonably possible (i) of any request by the Commission or any other Federal or
state  governmental  authority for amendments or supplements to the registration
statement or prospectus or for additional  information;  (ii) of the issuance by
the  Commission  of  any  stop  order   suspending  the   effectiveness  of  the
registration  statement covering any or all of the Registrable Securities or the
initiation  of any  proceedings  for  that  purpose;  (iii)  of the  receipt  by
Accesspoint  of  any  notification   with  respect  to  the  suspension  of  the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose;  and (iv) of the occurrence of any event or passage
of time  that  makes  the  financial  statements  included  in the  registration
statement  ineligible  for  inclusion  therein  or  any  statement  made  in the
registration  statement or prospectus or any document  incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires  any  revisions  to the  registration  statement,  prospectus  or other
documents so that, in the case of the registration  statement or the prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

8. Prior to any public offering of Registrable Securities, Accesspoint shall use
its best reasonably efforts to register or qualify, at the sole cost and expense
of the Holders,  or cooperate with the selling  Holders,  any  underwriters  and
their Special Counsel in connection with the registration or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United States as any Holder or underwriter may request
in  writing.   The  Holders  shall  be  solely  responsible  for  all  Blue  Sky
registration  and  qualification  fees and costs  pertaining to the  Registrable
Securities.  Accesspoint shall use its best reasonably efforts to keep each such
registration or  qualification  (or exemption  therefrom)  effective  during the
Effectiveness  Period  and to do any and all other acts or things  necessary  or
advisable to enable the  disposition in such  jurisdictions  of the  Registrable
Securities  covered  by  a  registration  statement;   provided,  however,  that
Accesspoint  shall not be  required to qualify  generally  to do business in any
jurisdiction  where it is not then so qualified or to take any action that would
subject it to general  service of process in any such  jurisdiction  where it is
not then so subject  or  subject  Accesspoint  to any  material  tax in any such
jurisdiction where it is not then so subject.  RoyCap, the Holders,  and its and
their  affiliates,  assigns and agents,  shall use its and their best

                                      -4-


<PAGE>

reasonable  efforts to  promptly  provide  Accesspoint,  its  attorneys  and any
underwriter with such non-confidential and non-proprietary information as any of
them may  reasonably  request in order to prepare any Blue Sky  registration  or
qualification  statement or application.  The material  failure of RoyCap or the
Holders to promptly  and fully  provide any such  information,  or promptly  and
fully pay any applicable fees or costs, or otherwise  reasonably  cooperate with
Accesspoint,  shall relieve Accesspoint of the obligation to file or cause to be
made effective Blue Sky registration or  qualification  statement or application
hereunder.

9. RoyCap and (if applicable)  RoyCap's advisors and representatives have had an
opportunity  to  ask  questions  of  and  receive   satisfactory   answers  from
Accesspoint or any person or persons acting on its behalf,  concerning the terms
and conditions of RoyCap's  proposed  investment in the Registrable  Securities,
and all such questions have been answered to the complete satisfaction of RoyCap
and its advisors and representatives.

10. RoyCap represents that all of the information provided by RoyCap or RoyCap's
representatives to Accesspoint is true,  correct,  accurate and current and that
RoyCap is not subject to backup withholding. RoyCap specifically represents that
all of the information  provided in this Agreement or on any separate  signature
page questionnaire is true, correct, accurate and current.

11.      RoyCap is an  accredited  investor.  RoyCap is a business  entity not
formed for the specific purpose of acquiring the Registrable  Securities and has
total assets in excess of Five Million Dollars (U.S. $5,000,000.00).

12. The  Registrable  Securities  will be acquired  for RoyCap's own account for
investment with no present  intention of dividing  RoyCap's interest with others
or of reselling or otherwise disposing of all or any portion of the same. RoyCap
shall not engage in a distribution of the Registrable Securities.

13. RoyCap has such knowledge and  experience in financial and business  matters
that RoyCap is capable of  evaluating  the merits and risks of an  investment in
the   Registrable   Securities,   or  (if   applicable)   RoyCap  and   RoyCap's
representatives,  together,  have such knowledge and experience in financial and
business  matters  that  RoyCap  and  RoyCap's  representatives  are  capable of
evaluating the merits and risks of the prospective investment in the Registrable
Securities.

15.      RoyCap is an  Accredited  Investor  as  defined  in rule 501 (a) of
egulation D as promulgated by the Securities and Exchange Commission.

16.      RoyCap is not a member of the NASD or other  self-regulatory  agency
which would  require  prior  approval of the Note or Warrants or issuance of the
Registrable Securities

17. RoyCap  acknowledges and understands that the Registrable  Securities may be
subject to transfer and sale  restrictions  imposed  pursuant to SEC Rule 144 of
the Rules promulgated  under the Securities Act of 1933  ("Securities  Act") and
the regulations  promulgated  thereunder.  RoyCap shall comply with Rule 144 and
with all policies and procedures  established by

                                      -5-


<PAGE>

Accesspoint  with  regard  to  Rule  144  matters.   RoyCap   acknowledged  that
Accesspoint or its attorneys or transfer agent may require a restrictive  legend
on the  certificate or  certificates  representing  the  Registrable  Securities
pursuant to the restrictions on transfer of the Registrable  Securities  imposed
by Rule 144.

18. Notwithstanding  anything in this Agreement to the contrary, the undersigned
Acknowledges  that: (i) the Registrable  Securities may be acquired in a private
transaction  which is not part of a distribution of the Registrable  Securities;
(ii) to the extent that Rule 144 may be applicable,  the undersigned  intends to
hold the Registrable  Securities for the account of the undersigned and does not
intend to sell the shares as a part of a  distribution  or otherwise;  and (iii)
the Holders of the Registrable Securities are not an underwriter for purposes of
Rule 144.

19. Neither RoyCap nor any of its affiliates,  assigns or agents will,  directly
or indirectly, maintain any short position, or engage in short sales against the
box, in the Registrable Securities or any other securities of Accesspoint for so
long as any of the Registrable Securities are owned by the Subscriber.

20.      For  purposes  of  issuance  of the Note and  Warrants,  neither RoyCap
nor any  person or entity  for whom  RoyCap  is  acting as  fiduciary  is a U.S.
person. A U.S. person means any one of the following:

         20.1     any natural person resident in the United States of America;

         20.2     any partnership or corporation organized or incorporated under
the laws of the United States of America;

         20.3     any trust of which any trustee is a U.S. person;

         20.4     any agency or branch of a foreign entity located in the United
States of America;

         20.5     any  non-discretionary  account  or similar  account  (other
than an estate or trust)  held by a dealer or other fiduciary for the benefit or
account of a U.S. person;

         20.6 any discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organized,  incorporated or (if an
individual) resident in the United States of America; and

         20.7     any partnership or corporation if:

                  (a)      organized or incorporated under the laws of any
                           foreign jurisdiction; and

                  (b)      formed by a U.S.  person  principally for the purpose
                           of investing in securities not  registered  under the
                           Securities   Act,   unless   it   is   organized   or
                           incorporated,  and owned, by accredited investors (as
                           defined in Rule 501(a) under the Securities  Act) who
                           are not natural persons, estates or trusts.

                                      -6-

<PAGE>


21.      To the extent that the Note or Warrants are issued  pursuant to  Regu-
lation  S, RoyCap  acknowledges  the following:

         21.1 ALL  OFFERS  AND  SALES OF THE  REGULATION  S SHARES  PRIOR TO THE
EXPIRATION  OF THE  DISTRIBUTION  COMPLIANCE  PERIOD  AS  DEFINED  IN  RULE  902
PROMULGATED  UNDER THE ACT SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR
CONTAINED IN  REGULATION  S, PURSUANT TO  REGISTRATION  OF SECURITIES  UNDER THE
SECURITIES  ACT  OR  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE
SECURITIES  ACT,  AND ALL OFFERS  AND SALES  AFTER THE  DISTRIBUTION  COMPLIANCE
PERIOD SHALL BE MADE ONLY PURSUANT TO SUCH A  REGISTRATION  OR TO SUCH EXEMPTION
FROM REGISTRATION, INCLUDING, WITHOUT LIMITATION, RULE 144.

         21.2  ALL  OFFERING   DOCUMENTS   RECEIVED  BY  THE  PURCHASER  INCLUDE
STATEMENTS  TO THE EFFECT  THAT THE SHARES  HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT AND MAY NOT BE OFFERED  OR SOLD IN THE UNITED  STATES OR TO U.S.
PERSONS OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (OTHER THAN  DISTRIBUTORS
AS DEFINED IN REGULATION S) DURING THE DISTRIBUTION COMPLIANCE PERIOD AS DEFINED
IN RULE 902 PROMULGATED UNDER THE ACT UNLESS THE SHARES ARE REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE.

         21.3 IN THE VIEW OF THE SEC,  THE  STATUTORY  BASIS  FOR THE  EXEMPTION
CLAIMED  FOR THIS  TRANSACTION  WOULD NOT BE PRESENT IF THE  OFFERING OF SHARES,
ALTHOUGH IN TECHNICAL  COMPLIANCE WITH REGULATION S, IS PART OF A PLAN OR SCHEME
TO EVADE THE  REGISTRATION  PROVISIONS OF THE  SECURITIES  ACT. THE PURCHASER IS
ACQUIRING  THE SHARES FOR  INVESTMENT  PURPOSES AND HAS NO PRESENT  INTENTION TO
SELL THE  SHARES IN THE UNITED  STATES OF  AMERICA  TO A U.S.  PERSON OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON.

22.  RoyCap   understands  and  agrees  that  the  following   restrictions  and
limitations  are  applicable  to RoyCap's  acquisition  and any sale,  transfer,
assignment,  pledge,  hypothecation  or other  disposition  of Note or  Warrants
pursuant to the  Securities  Act and  Regulation D and  Regulation S promulgated
pursuant thereto:

         22.1. RoyCap agrees that  notwithstanding any other restrictions placed
on the sale or transfer of the Note or the Warrants  pursuant to this Agreement,
Rule  144,  or  otherwise,  the Note or  Warrants  shall  not be sold,  pledged,
hypothecated or otherwise disposed of unless the same are registered pursuant to
the Act and applicable state securities laws or are exempt therefrom; and

         22.2.    A legend  in  substantially  the following  form may be placed
on any  certificate(s)  or other documents evidencing the Note or Warrants:

                                      -7-

<PAGE>


         THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT OR DOCUMENT HAVE BEEN
         ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN  REGISTERED  PURSUANT TO
         THE PROVISIONS OF THE SECURITIES  ACT OF 1933 AS AMENDED  ("ACT"),  AND
         HAVE BEEN  OFFEREDAND  SOLD IN RELIANCE UPON THE EXEMPTION SET FORTH IN
         THE ACT AND UPON  REGULATION  D OR  REGULATION S  PROMULGATED  PURSUANT
         THERETO.  WITHOUT SUCH  REGISTRATION,  SUCH SECURITIES MAY NOT BE SOLD,
         TRANSFERRED,  ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF,
         EXCEPT  UPON  DELIVERY  TO   ACCESSPOINT   OF  AN  OPINION  OF  COUNSEL
         SATISFACTORY TO ACCESSPOINT THAT  REGISTRATION IS NOT REQUIRED FOR SUCH
         TRANSFER OR THE SUBMISSION TO ACCESSPOINT OF SUCH OTHER EVIDENCE AS MAY
         BE  SATISFACTORY  TO  ACCESSPOINT  TO THE EFFECT THAT ANY SUCH TRANSFER
         SHALL NOT BE IN VIOLATION OF THE ACT,  APPLICABLE STATE SECURITIES LAWS
         OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

23.      This Agreement shall be subject to the following terms and conditions:

         23.1 In the event of a breach by Accesspoint or by a Holder,  of any of
their obligations under this Agreement, each Holder or Accesspoint,  as the case
may be, in addition to being  entitled to exercise all rights granted by law and
under this  Agreement,  including  recovery  of  damages,  will be  entitled  to
specific  performance of its rights under this  Agreement.  Accesspoint and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

         23.2 Each  Holder  covenants  and agrees  that it will  comply with the
prospectus  delivery  requirements  of the Securities Act as applicable to it in
connection  with sales of  Registrable  Securities  pursuant  to any  applicable
registration statement.

         23.3  Each  Holder  agrees  by  its  acquisition  of  such  Registrable
Securities  that, upon receipt of a notice from Accesspoint of the occurrence of
any event of the kind described in Section 7(i)-(iv), such Holder will forthwith
discontinue  disposition of such  Registrable  Securities under the registration
statement until such Holder's receipt of the copies of a supplemented prospectus
and/or amended  registration  statement,  or until it is advised in writing (the
"Advice")  by  Accesspoint  that  the use of the  applicable  prospectus  may be
resumed,  and,  in  either  case,  has  received  copies  of any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such prospectus or registration statement.  Accesspoint may provide
appropriate stop orders to enforce the provisions of this paragraph.

         23.4  If at any  time  when  there  is not  an  effective  registration
statement  covering  all of the  Registrable  Securities  then  outstanding  and
Accesspoint   shall  determine  to  prepare  and  file

                                      -8-


<PAGE>

with the Commission a registration statement relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit  plans,  then  Accesspoint  shall  send to each  Holder  of  Registrable
Securities  written notice of such determination and, if within twenty (20) days
after  receipt of such  notice,  any such  holder  shall so request in  writing,
Accesspoint shall include in such registration statement all or any part of such
Registrable   Securities  such  holder   requests  to  be  registered.   If  any
registration of Accesspoint  pursuant to this Section is for a registered public
offering  involving  an  underwriting,  the right of any Holder to  registration
shall be conditioned upon such Holder's entering into an underwriting  agreement
and/or  lock-up  agreement in  customary  forms with the  representative  of the
underwriter or underwriters.

         23.5 The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented,  and waivers or consents
to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by Accesspoint  and the Holders of at least  two-thirds
of the then outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions  hereof with respect to a matter
that relates  exclusively to the rights of Holders and that does not directly or
indirectly  affect  the  rights of other  Holders  may be given by Holders of at
least a majority of the  Registrable  Securities to which such waiver or consent
relates;  provided,  however,  that the  provisions  of this sentence may not be
amended,  modified,  or supplemented except in accordance with the provisions of
the immediately preceding sentence.

         23.6 Any and all notices or other communications or deliveries required
or  permitted to be provided  hereunder  shall be in writing and shall be deemed
given and  effective  on the earliest of (i) the date of  transmission,  if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number specified in this Section prior to 8:00 p.m. (Pacific Standard time) on a
Business  Day,  (ii) the  Business Day after the date of  transmission,  if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number  specified  in the  Purchase  Agreement  later  than 8:00  p.m.  (Pacific
Standard time) on any date and earlier than 11:59 p.m.  (Pacific  Standard time)
on such date,  (iii) the Business Day following the date of mailing,  if sent by
nationally  recognized  overnight courier service, or (iv) if sent other than by
the methods set forth in (i)-(iii) of this section,  upon actual  receipt by the
party to whom such notice is required to be given.  The address for such notices
and communications shall be as follows:

         If to the Company:                 Accesspoint Corporation
                                            38 Executive Park, Suite 350
                                            Irvine, California 92614
                                            U.S.A.
                                            Attn:  Tom Djokovich
                                            Tel:  (949) 852-8526
                                            Fax:  (949) 852-8527

                                      -9-

<PAGE>


         With copies to:                    Floratos, Loll & Devine
                                            18831 Von Karman Ave., Suite 225
                                            Irvine, CA 92612
                                            U.S.A.
                                            Attn:  Robert A. Loll, Esq.
                                            (949) 553-1910
                                            (949) 553-0750

         If to the Purchaser:               RoyCap, Inc.
                                            4100 Yonge St., Suite 504
                                            Toronto, Ontario M2P 2G2
                                            Canada
                                            Attn:  Steven Rider
                                            Tel:  (416) 266-9921
                                            Fax:  (416) 221-1253

         With copies to:                    Fogler, Rubinoff, LLP
                                            Suite 4400 Royal Trust Tower
                                            Toronto Dominion Centre
                                            Toronto, Ontario M5K 1G8
                                            Canada
                                            Attn:  Michael Slan, Esq.
                                            Tel:  (416) 941-8857
                                            Fax:  (416) 941-8852

If to any other person who is then the registered Holder: To the address of such
Holder as it appears in the stock  transfer  books of  Accesspoint or such other
address as may be designated in writing  hereafter,  in the same manner, by such
Person.

         23.7 This  Agreement  shall inure to the benefit of and be binding upon
the successors  and permitted  assigns of each of the parties and shall inure to
the benefit of each Holder. Accesspoint may not assign its rights or obligations
hereunder  without the prior  written  consent of each  Holder.  Each Holder may
assign  their  respective  rights  hereunder in the manner and to the Persons as
permitted under this Agreement and the Securities Agreement.

         23.8 This Agreement may be executed in any number of counterparts, each
of which when so executed  shall be deemed to be an original  and,  all of which
taken together shall  constitute one and the same  Agreement.  In the event that
any  signature  is delivered by facsimile  transmission,  such  signature  shall
create a valid  binding  obligation  of the party  executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature were the original thereof.

         23.9     The remedies provided herein are cumulative and not exclusive
of any remedies provided by law.

         23.10 If any term, provision, covenant or restriction of this Agreement
is held by a court

                                      -10-


<PAGE>

of competent  jurisdiction to be invalid,  illegal,  void or unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or  invalidated,  and the parties hereto shall use their  reasonable  efforts to
find and employ an alternative  means to achieve the same or  substantially  the
same  result  as  that  contemplated  by  such  term,  provision,   covenant  or
restriction.  It is hereby  stipulated  and declared to be the  intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions  without  including any of such that may be hereafter  declared
invalid, illegal, void or unenforceable.

         23.11 The headings in this  Agreement are for  convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

         23.12  Whenever  the  consent or  approval  of  holders of a  specified
percentage  of  Registrable   Securities  is  required  hereunder,   Registrable
Securities  held by  Accesspoint  or its  affiliates  (other  than any holder or
transferees  or successors or assigns  thereof if such holder is deemed to be an
affiliate solely by reason of its holdings of such Registrable Securities) shall
not be counted in determining  whether such consent or approval was given by the
Holders of such required percentage.

         23.13 The  obligations of each party hereunder is several and not joint
with the  obligations of any other party  hereunder,  and neither party shall be
responsible in any way for the performance of the obligations of any other party
hereunder.  Nothing  contained  herein or in any  other  agreement  or  document
delivered at any closing,  and no action taken by any party  pursuant  hereto or
thereto,  shall be  deemed  to  constitute  the  parties  as a  partnership,  an
association,  a  joint  venture  or any  other  kind  of  entity,  or  create  a
presumption  that the parties are in any way acting in concert  with  respect to
such obligations or the transactions  contemplated by this Agreement. Each party
shall  be  entitled  to  protect  and  enforce  its  rights,  including  without
limitation  the  rights  arising  out of this  Agreement,  and it  shall  not be
necessary  for any  other  party  to be  joined  as an  additional  party in any
proceeding for such purpose.

         IN  WITNESS  WHEREOF,   this  Registration  Rights  Agreement  is  made
effective as of the date first written above.

                               ACCESSPOINT CORPORATION

                               By:  /s/ TOM M. DJOKOVICH
                               ---------------------------------------------
                               Tom M. Djokovich,
                               Chief Executive Officer

                               ROYCAP INC.

                               By:  /s/ STEVE RIDER
                               ---------------------------------------------
                               Steve Rider,
                               President