NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  CONVERSION  OF
THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), AND NEITHER MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY  SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                                CONVERTIBLE NOTE

USD$450,000                                                     October 16, 2000


                  FOR  VALUE  RECEIVED,   ACCESSPOINT   CORPORATION,   a  Nevada
corporation with offices at 38 Executive Park,  Suite 350,  Irvine,  California,
92614 (the  "Company")  promises to pay to the order of RoyCap  Inc., a Canadian
Corporation,  (the "Holder"),  or to such other person or at such other place as
the Holder may designate from time to time in writing, the outstanding amount of
Four Hundred and Fifty Thousand Dollars ($450,000) in lawful money of the United
States of America.

1.       MATURITY.  The amount  outstanding  under this Note will be immediately
due and  payable on October  16, 2001 (the "Maturity Date").

2. INTEREST. This Note shall bear interest at the rate of eight percent (8%) per
annum on the outstanding  principal  balance  hereunder.  Such interest shall be
payable  semi-annually  in  arrears by a payment  in cash,  or at the  Company's
option,  by delivery of shares of Common Stock  calculated in the manner set out
in paragraph 3 below provided that such stock has been registered  pursuant to a
Registration  Statement that has been declared  effective by the SEC and remains
effective on the date of payment.

3. CONVERSION. This Note shall be convertible at the option of the Holder into a
number of shares of common stock of the Company,  par value $.001 per share (the
"Common  Stock"),  equal to the face value of this Note  divided by the lower of
(a) the  average of the  lowest  non-consecutive  three (3) day volume  weighted
average  price of all sales of shares of Common Stock of the Company  during the
last twenty (20) trading days ending the day prior to the date a written  notice
is received  by the Company  that the Holder has  exercised a  conversion  right
hereunder and (b) ninety (90%) per cent of the volume weighted  average price of
all sales of shares of Common Stock of the Company on the Closing Date.

4. SECURITY. As Security for the Company's obligations hereunder the Company and
its  subsidiary  will execute and deliver to the Holder the  security  agreement
(the  "Security") in the form attached  hereto as Schedule A. The Security shall
form a junior  charge on the  collateral as such term is defined in the Security
subject  only to the rights of Chase  Merchant  Services,  L.L.C.  and The Chase
Manhattan Bank (collectively  "Chase") pursuant to that certain Merchant Program
Processing Agreement.  The Company shall register and maintain a registration of
the Security under the Uniform Commercial Code.

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<PAGE>


5. EVENTS OF DEFAULT.  The  occurrence  of one or more of the  following  events
(after the  expiration of any stated notice or cure period) shall  constitute an
event of default  ("Event of Default")  hereunder and shall result in the holder
being deemed to have made a demand for payment:

(a)      The Company shall fail to make any payment due to the Holder under this
Debenture  after the same shall become due and payable;

(b) If the Company  becomes  insolvent,  bankrupt or generally  fails to pay its
debts as such debts become due; is adjudicated insolvent or bankrupt;  admits in
writing its inability to pay its debts; or shall suffer a custodian, receiver or
trustee  for it or  substantially  all of its  property to be  appointed  and if
appointed without its consent,  not be discharged within ninety (90) days; makes
an assignment for the benefit of creditors; or suffers proceedings under any law
related  to  bankruptcy,   insolvency,   liquidation   or  the   reorganization,
readjustment  or the  release  of debtors to be  instituted  against  it, and if
contested by it, not dismissed or stayed within ninety (90) days; if proceedings
under  any  law  related  to  bankruptcy,   insolvency,   liquidation,   or  the
reorganization,  readjustment  or  the  release  of  debtors  is  instituted  or
commenced by the Company;  if any order for relief is entered relating to any of
the foregoing proceedings;  if the Company shall call a meeting of its creditors
with a view to arranging a composition  or  adjustment  of its debts;  or if the
Company shall by any act or failure to act indicate its consent to,  approval of
or acquiescence in any of the foregoing;

(c) The  Company  fails  to  perform  in  accordance  with  any  other  terms or
conditions  in this Note or the  Security and the Company has failed to cure the
same within five (5) days  following its receipt of written notice of said Event
of Default hereunder or of a default thereunder;

(d) The Company sells or otherwise  transfers  substantially  all of its assets,
discontinues its business,  voluntarily or involuntarily dissolves, or more than
fifty  percent  (50%)  of the  voting  power of the  equity  of the  Company  is
transferred  to a single  acquirer or group of acquirers  acting in concert in a
single transaction or series of related transactions.

6.       REMEDIES.  Upon the occurrence of any Event of  Default,  at the option
of the Holder,  the Holder may exercise any and all other rights and remedies at
law or in equity.

7.       REMEDIES CUMULATIVE, ETC.

(a) No right or remedy conferred upon or reserved to the Holder hereunder or now
or  hereafter  existing at law or in equity is intended to be  exclusive  of any
other  right or  remedy,  and each  and  every  such  right or  remedy  shall be
cumulative and concurrent,  and in addition to every other such right or remedy,
and may be pursued singly, concurrently,  successively or otherwise, at the sole
discretion of the Holder, and shall not be exhausted by any one exercise thereof
but may be exercised as often as occasion therefor shall occur.

(b) The Company agrees that any action or proceeding  against it to enforce this
Debenture  may be commenced in state or federal court in any county in the State
of Delaware.

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<PAGE>


8.       COSTS AND EXPENSES.  Following the  occurrence of any Event of Default,
the  Company  shall  pay upon  demand  all  costs and  expenses  (including  all
attorneys'  fees and expenses)  incurred by the Holder in the exercise of any of
its rights, remedies or powers to enforce this Debenture.

9.  NOTICES.  All notices  required to be given to any of the parties  hereunder
shall be in writing and shall be deemed to have been sufficiently  given for all
purposes  when  presented  personally  to such  party  or sent by  certified  or
registered  mail,  return  receipt  requested,  to such party at its address set
forth below:

         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

         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

         Such  notice  shall be deemed to be given when  received  if  delivered
personally  or three (3)  business  days after the date mailed to a recipient in
the  same  country  as the  sender,  or seven  (7)  business  days to any  other
recipient.  Any notice mailed shall be sent by certified or registered mail. Any
notice of any change in such address shall also be given in the manner set

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<PAGE>

forth  above.  Whenever  the  giving of notice is  required,  the giving of such
notice may be waived in writing by the party entitled to receive such notice.

10.  SEVERABILITY.  In the event that any  provision  of this Note is held to be
invalid,  illegal  or  unenforceable  in  any  respect  or to any  extent,  such
provision  shall  nevertheless  remain valid,  legal and enforceable in all such
other respects and to such extent as may be  permissible.  Any such  invalidity,
illegality  or  unenforceability  shall not affect any other  provisions of this
Note,  but  this  Note  shall  be  construed  as if  such  invalid,  illegal  or
unenforceable provision had never been contained herein.

11.  SUCCESSORS  AND ASSIGNS.  This Note inures to the benefit of the Holder and
binds the Company,  and its  respective  successors  and assigns,  and the words
"Holder"  and "The  Company"  whenever  occurring  herein  shall be  deemed  and
construed to include such respective successors and assigns.

12.      ENTIRE  AGREEMENT.  This Note embodies the entire  understanding  and
agreement  between the parties  hereto and thereto  with  respect to the subject
matter hereof and thereof and  supersedes all prior  agreements,  understandings
and inducements, whether express or implied, oral and written.

13.      MODIFICATION OF AGREEMENT.  This Note may not be modified,  altered or
amended,  except by an agreement  in writing  signed by both the Company and the
Holder.

14.      NO  PRESENTMENT,  ETC.  The Company  hereby  waives  presentment,
demand, notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, Event of Default or enforcement of this Note.

15. NO WAIVER.  The Holder shall not, by any act, delay,  omission or otherwise,
be deemed to have  waived any of its rights or remedies  hereunder,  unless such
waiver  shall be in  writing  and  signed  by the  Holder.  A waiver  on any one
occasion  shall not be  construed  as a bar to or  waiver  of any such  right or
remedy on any future occasion.

16.      GOVERNING  LAW. This Note shall be governed by and  construed in accor-
dance  with the laws of the  State of  California.  Venue in action  arising  by
reason of this Note shall lie exclusively in Orange County, California.

         IN WITNESS  WHEREOF,  The Company has duly executed this Note this 16th
day of October, 2000.

                                            ACCESSPOINT CORPORATION

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


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