[Accesspoint Corporation Logo Appears Here]
Accesspoint Corporation



VIA FAX

November 13, 2000

Mr. John Dupont
927 Hilgard Ave
Los Angeles, CA 90024


Re: Engagement Proposal


Dear Mr. Dupont,

         The purpose of this letter is to confirm the  engagement of John Dupont
("Consultant")  by Accesspoint  Corporation  (the  "Company") as a non-exclusive
financial  consultant and advisor to the Company.  Consultant shall,  during the
entire term of this engagement, be construed to be an independent contractor and
not an employee of the Company.


Section 1.        SERVICES TO BE RENDERED

         (a) Consultant  shall assist the Company in reviewing and analyzing the
Company's  short term and  long-term  financing  requirements  and  assisting in
related strategy  designed to provide the Company with capital.  Consultant will
also advise the Company in  retaining  an  acceptable  Investment  Banking  firm
(should the Company so desire) for secondary or tertiary offerings,  if any, and
potential analyst coverage, as may be determined by the Company.

         (b) The  Consultant  may introduce the Company to potential  investors,
underwriters,   joint  venturers,   lenders  and/or   guarantors   (collectively
Investors)  to provide  Financing  (as  defined  below) for the Company on terms
acceptable to the Company and the Investors.

         (c) Consultant  agrees to devote such reasonable and sufficient time to
the  performance  of its consulting  duties under this  engagement as Consultant
determines  in good faith to be  reasonably  necessary  to fully and  faithfully
perform such duties.


Section 2.        TERM

         The  term  of the  consulting  and  advisory  services  to be  provided
pursuant to Section 1(a) of this engagement shall be three (3) months commencing
on November  13, 2000 and  terminating  on February  12,  2001.  The term of the
services to be provided pursuant to Section 1(b) of this engagement shall be one
(1) year commencing on November 13, 2000 and terminating on November 12, 2001.

                 38 Executive Park, Suite 350, Irvine, CA 92614
Corporate: 949-852-8526                                        FAX: 949-852-8527
                E-Mail: info@apc.net http://www.accesspoint.com

<PAGE>

Section 3.        COMPENSATION

         (a)  For  financial   consulting  and  advisory  services  provided  by
Consultant pursuant to Section 1(a) herein,  Consultant agrees to accept payment
in the form of fully  paid,  unregistered  and  non-assessable  shares of common
stock,  par value $.001 per share (the "Shares"),  of the Company equal to Forty
Eight  Thousand  Seven Hundred Fifty  Dollars  ($48,750.00)  calculated at a per
share price of Three  Dollars and 25/100  ($3.25)  each for a total  issuance of
Fifteen Thousand (15,000) Shares.  Consultant  acknowledges and understands that
the Shares will be subject to transfer and sale restrictions imposed pursuant to
SEC Rule 144 of the Rules  promulgated  under the Securities Act of 1933 ("Act")
and the regulations promulgated thereunder.

         (b) If Financing is consummated  during the term of this  engagement by
any party  referred to the Company  directly by  Consultant in which the Company
shall have no  obligation to pay any finders or other service fees to or for any
third  party  consultants  or  Investment  Banking  services,  exclusive  of the
Company's  direct legal or financial  consultant  service fees, then the Company
shall pay to Consultant a fee of Seven Percent (7%) of the amount  financed.  As
part of the total compensation value of this Section 3(c) a portion of the above
consulting  compensation  in Section 3(a), in the amount of $24,000.00  dollars,
shall be applied towards the total  compensation paid to Consultant for services
under this section.

         (c) If Financing is consummated  during the term of this  engagement by
any party  referred to the Company by an Investment  Banking or consulting  firm
previously  directed  to the Company by the  Consultant  under the terms of this
engagement,  the Consultant shall be entitled only to a fee of ten percent (10%)
of the cash fee paid to the Investment  Banking or consulting  firm who referred
the  consummating  party.  Financing,  as used  herein,  shall mean all  amounts
furnished to or for the use of the Company with Investors directed or introduced
by, or through the efforts of, Investment Banking or consulting firms previously
directed to the  Company by the  Consultant  after the date of this  engagement,
whether by investment in equity or debt securities of the Company,  loans,  loan
commitments,  guarantees of indebtedness,  sale and leaseback, joint ventures or
licensing.

Example of potential fee equation for the above Section 3(c):
Financing                  Investment Banking Fee    Consultant Fee
$1,000,000    X 6%         = $60,000                 X 10% = $6,000


Section 4.        CONFIDENTIALITY

         (a) Consultant  shall hold in confidence and not disclose to any person
or party any of the valuable, confidential, and proprietary business, financial,
technical,   economic,   sales,  and/or  other  types  of  proprietary  business
information  relating to the Company (including all trade secrets),  in whatever
form,  whether oral,  written,  or electronic  (collectively,  the "Confidential
Information"),  to which Consultant has, or is given (or has had or been given),
access as a result of this engagement and the  relationship  between the Company
and  Consultant  without  appropriate  protective  treatment  of the  applicable
Confidential Information prior to its disclosure.

         (b) It is agreed that the Confidential  Information is confidential and
proprietary to the Company  because such  Confidential  Information  encompasses
technical  know-how,  trade secrets,  or technical,  financial,  organizational,
sales, or other valuable aspects of the Company's business and trade, including,
without  limitation,  technologies,  products,  processes,  plans,  Consultants,
personnel, operations, and business activities. This restriction shall not apply
to any  Confidential  Information that (a) becomes known generally to the public
through no fault of the  Consultant:  (b) is required by applicable  law,  legal
process,  or any order or mandate of a court or other governmental  authority to
be disclosed: or (c) is reasonably believed by Consultant, based upon

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<PAGE>

the advice of legal  counsel,  to be  required to be  disclosed  in defense of a
lawsuit or other legal or administrative action brought against Consultant.


Section 5.        GENERAL PROVISIONS

         (a) This engagement letter constitutes the entire agreement between the
parties  pertaining to the subject  matter  contained in it and  supersedes  all
prior and contemporaneous  agreement,  representations and understandings of the
parties.

         (b) This agreement shall be construed in accordance  with, and governed
by, the laws of the State of  California,  without regard to choice of law rules
or the principals of conflict of laws.  Venue for any action  brought  regarding
the  interpretation  or enforcement of this engagement  shall lie exclusively in
Orange County, California.

Please  confirm the  foregoing is in  accordance  with your  understandings  and
agreements with the Company by signing below.

                                         COMPANY

                                         Accesspoint Corporation
                                         A Nevada corporation


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


Accepted and agreed as of the date first written above;

CONSULTANT
Mr. John Dupont

By: /s/ JOHN DUPONT
----------------------------------
John Dupont,
as Consultant


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