WARRANT CERTIFICATE

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  NOR PURSUANT TO THE SECURITIES OR "BLUE
SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,
PLEDGED,   HYPOTHECATED  OR  OTHERWISE  ASSIGNED,   EXCEPT  PURSUANT  TO  (i)  A
REGISTRATION  STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER
SUCH  ACT,  (ii)  RULE 144 OR RULE  144A  UNDER  SUCH  ACT,  OR (iii)  ANY OTHER
EXEMPTION  FROM  REGISTRATION  UNDER SUCH ACT  RELATING  TO THE  DISPOSITION  OF
SECURITIES.

Warrant No. 1001                                         Dated: October 16, 2000



                         Certificate for 70,000 Warrants

                        NOT EXERCISABLE AFTER 2:00 P.M.,

                   PACIFIC STANDARD TIME, ON OCTOBER 16, 2005

                             ACCESSPOINT CORPORATION

                    COMMON STOCK PURCHASE WARRANT CERTIFICATE

         THIS  CERTIFIES  that  RoyCap  Inc.  or its  registered  assigns is the
registered holder (the "Registered Holder") of Warrants set forth above, each of
which represents the right to purchase one fully paid and  non-assessable  share
of common stock, par value $.001 per share (the "Common Stock"),  of Accesspoint
Corporation,  a Nevada corporation (the "Company"),  at the Exercise Price equal
to 110% of the volume  weighted  average  price of the  Common  Stock on the day
prior to the Closing  Date (as such term is defined in the  Securities  Purchase
Agreement  between the Company and the  Registered  Holder dated the date hereof
(the "Purchase  Agreement")) by surrendering this Warrant Certificate,  with the
form of Election to Purchase attached hereto duly executed and by paying in full
the Exercise  Price.  Payment of the Exercise Price shall be made by delivery of
immediately  available funds to the Company at its executive offices. No Warrant
may be exercised after 2:00 P.M.,  Pacific Standard Time,  October 16, 2005 (the
"Expiration Date"). All Warrants evidenced hereby shall thereafter become void.

1.       Prior to the Expiration Date,  subject to any applicable laws, rules or
         regulations  restricting  transferability  and  to any  restriction  on
         transferability  that  may  appear  on this  Warrant  Certificate,  the
         Registered   Holder   shall  be  entitled  to  transfer   this  Warrant
         Certificate,  in whole  or in  part,  upon  surrender  of this  Warrant
         Certificate  at the  principal  office of the Company  with the form of
         assignment  set forth hereon duly executed.  Upon any such transfer,  a
         new Warrant Certificate or Warrant  Certificates  representing the same
         aggregate number of Warrants to purchase the shares of the Common Stock
         will  be  issued

                                      -1-

<PAGE>


         in  accordance  with  instructions  in  the  form  of assignment.

2.       Upon the  exercise of less than all of the  Warrants  to  purchase  the
         shares of the Common Stock evidenced by this Warrant Certificate, there
         shall be issued to the Registered  Holder a new Warrant  Certificate in
         respect of the Warrants not exercised.

3.       Prior to the Expiration  Date, the Registered  Holder shall be entitled
         to exchange  this Warrant  Certificate,  with or without  other Warrant
         Certificates,  for another Warrant Certificate or Warrant  Certificates
         for the same aggregate number of Warrants to purchase the shares of the
         Common  Stock,  upon  surrender  of  this  Warrant  Certificate  at the
         principal office of the Company.

4.       No fractional  shares will be issued upon the exercise of Warrants.  As
         to any final  fraction of a share of Common Stock which the  Registered
         Holder of one or more Warrant Certificates,  the rights under which are
         exercised  in the same  transaction,  would  otherwise  be  entitled to
         purchase  upon such  exercise,  the  Company  shall pay the cash  value
         thereof  determined  as provided in the Warrant  Agreement.  No Warrant
         Certificate representing any fractional Warrant Shares will be issued.

5.       Except as expressly set forth herein,  this Warrant  Certificate  shall
         not entitle the Registered Holder to any of the rights of a stockholder
         of the Company,  including,  without limitation,  the right to vote, to
         receive dividends and other distributions,  or to attend or receive any
         notice of  meetings of  stockholders  or any other  proceedings  of the
         Company.

6.       Certain Adjustments.

(a)      In case of any  reclassification  of the Common Stock or any compulsory
         share  exchange  pursuant to which the Common Stock is  converted  into
         other  securities,  cash or property,  then the Registered Holder shall
         have the right thereafter to exercise this Warrant only into the shares
         of stock and other securities and property receivable upon or deemed to
         be held by holders of Common Stock following such  reclassification  or
         share exchange,  and the Registered  Holder shall be entitled upon such
         exercise to receive such amount of securities or property  equal to the
         amount  of  Warrant  Shares  such  Registered  Holder  would  have been
         entitled  to  had  such  Registered   Holder   exercised  this  Warrant
         immediately  prior to such  reclassification  or share exchange and the
         Exercise Price shall be adjusted accordingly.


(b)      In case of the closing of any (1)merger or consolidation of the Company
         with or into  another  Person,  or (2) sale by the Company of more than
         one-half of the assets of the Company (on a book value basis) in one or
         a series of related  transactions,  tender or other  offer or  exchange
         (whether by the Company or another Person) pursuant to which holders of
         Common Stock are permitted to

                                      -2-


<PAGE>

         tender or exchange their shares for other  securities,  stock,  cash or
         property of the Company or another Person;  then the Registered  Holder
         shall have the right  thereafter  to (A) exercise  this Warrant for the
         shares of stock and other securities, cash and property receivable upon
         or deemed to be held by holders of Common Stock  following such merger,
         consolidation or sale, and the Registered Holder shall be entitled upon
         exercise of this Warrant to receive such amount of securities, cash and
         property  as the Common  Stock for which this  Warrant  could have been
         exercised  immediately  prior to such  merger,  consolidation  or sales
         would have been entitled,  or (B) in the event of an exchange or tender
         offer or other transaction  contemplated by clause (2) of this Section,
         tender or exchange this Warrant for such  securities,  stock,  cash and
         other  property  receivable  upon or  deemed to be held by  holders  of
         Common  Stock that have  tendered or  exchanged  their shares of Common
         Stock  following  such tender or exchange,  and the  Registered  Holder
         shall be entitled  upon exercise of this Warrant to receive such amount
         of  securities,  cash and  property  as the shares of Common  Stock for
         which this Warrant could have been exercised  immediately prior to such
         tender or exchange  would have been  entitled  and the  Exercise  Price
         shall be  adjusted  accordingly.  The terms of any such  merger,  sale,
         consolidation,  tender or exchange shall include such terms as continue
         to give the Registered Holder the right to receive the securities, cash
         and  property  set  forth  in  this  Section  upon  any  conversion  or
         redemption  following such event.  This provision shall similarly apply
         to successive such events.


(c)      All  calculations  under this  Section 6 shall be made to the  nearest
         cent or the nearest 1/100th of a share, as the case may be.

(d)      If (i) the Company shall declare a dividend (or any other distribution)
         on its  Common  Stock;  or (ii) the  Company  shall  declare  a special
         nonrecurring  cash dividend on or a redemption of its Common Stock;  or
         (iii) the Company  shall  authorize  the granting to all holders of the
         Common Stock rights or warrants to subscribe for or purchase any shares
         of capital stock of any class or of any rights; or (iv) the approval of
         any  stockholders  of the Company shall be required in connection  with
         any  reclassification  of the Common Stock, any consolidation or merger
         to which  the  Company  is a  party,  any  sale or  transfer  of all or
         substantially all of the assets of the Company, or any compulsory share
         exchange  whereby the Common Stock is converted into other  securities,
         cash or property;  or (v) the Company  shall  authorize  the  voluntary
         dissolution,  liquidation  or winding up of the affairs of the Company,
         then the Company shall cause to be mailed to the  Registered  Holder at
         their last addresses as they shall appear upon the Warrant Register, at
         least  thirty  (30)  calendar  days prior to the  applicable  record or
         effective date hereinafter  specified, a notice stating (x) the date on
         which a  record  is to be  taken  for  the  purpose  of such  dividend,
         distribution,  redemption, rights or warrants, or if a record is not to
         be taken, the date as of which the holders of Common Stock of record to
         be  entitled to such  dividend,  distributions,

                                      -3-


<PAGE>

         redemption,  rights or warrants are to be determined or (y) the date on
         which such reclassification,  consolidation,  merger, sale, transfer or
         share exchange is expected to become  effective or close,  and the date
         as of which it is expected that holders of Common Stock of record shall
         be entitled to exchange  their shares of Common  Stock for  securities,
         cash  or  other  property   deliverable  upon  such   reclassification,
         consolidation,  merger,  sale, transfer,  share exchange,  dissolution,
         liquidation  or winding  up,  PROVIDED,  that the  failure to mail such
         notice or any defect therein or in the mailing thereof shall not affect
         the validity of the corporate action to be specified in such notice.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
         be duly executed effective as set forth above.



                                ACCESSPOINT CORPORATION


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





                                      -4-





<PAGE>


[Form of Assignment]


         FOR VALUE RECEIVED,  the undersigned hereby irrevocably sells,  assigns
and transfers unto the Assignee named below all of the rights of the undersigned
represented  by the within  Warrant  Certificate,  with respect to the number of
Warrants to purchase the shares of the Common Stock set forth below:

         NAME OF ASSIGNEE                ADDRESS                 NO. OF WARRANTS





and does hereby irrevocably  constitute and appoint  _____________________  true
and  lawful  Attorney,  to  make  such  transfer  on the  books  of  Accesspoint
Corporation, maintained for that purpose, with full power of substitution in the
premises.

Dated: __________ ___, _____
                                    ____________________________________________
                                    Signature


                                    (Signature  must conform in all respects  to
                                    name  of holder as  specified on the face of
                                    the Warrant Certificate.)


                                       -5-


<PAGE>


[Form of Election To Purchase]


         The  undersigned  ("Holder")  hereby  irrevocably  elects  to  exercise
____________  of the Warrants  represented  by this Warrant  Certificate  and to
purchase the shares of Common Stock issuable upon the exercise of said Warrants,
and  requests  that  certificates  for such  shares be issued and  delivered  as
follows:

ISSUE TO: ______________________________________________________________________
(NAME)

________________________________________________________________________________
(ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________
(SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER)

DELIVER TO: ____________________________________________________________________
(NAME)

at _____________________________________________________________________________
(ADDRESS, INCLUDING ZIP CODE)

         In full payment of the  purchase  price with respect to the exercise of
Warrants to purchase  shares of the Common Stock,  Holder hereby tenders payment
of $________ by cash, certified check, cashier's check or money order payable in
United States currency to the order of the Company.

         Pursuant to the terms of the Warrant the  undersigned has delivered the
Purchase  Price  herewith in full in cash or other form of good and  immediately
available funds reasonably satisfactory to the Company.  Exercise of the warrant
shall not be deemed  effective  unless and until good and immediately  available
funds in the full  amount  of the  Purchase  Price  have been  confirmed  in the
account of the Company.

         The  original  Warrant  Certificate,  document or  instrument,  and all
revoked,  canceled or terminated prior original Warrant Certificates,  documents
or  instruments,  shall be presented with this  Subscription  Form and Notice of
Exercise.  The issuance of shares  hereunder shall not be deemed a waiver by the
Company  of  any  failure  to  present  any  such  certificates,   documents  or
instruments. Holder acknowledges that all prior Warrant Certificates,  documents
and instruments  representing the Warrants  exercised  hereunder shall be deemed
revoked,  canceled and terminated.  Holder shall not transfer,  sell,  assign or
hypothecate,  or purport to transfer, sell, assign or hypothecate,  any revoked,
canceled  or  terminated  prior  original  Warrant  Certificates,  documents  or
instruments,  or any interest  therein,  pertaining  to the  Warrants  exercised
hereunder.  Holder hereby holds the Company  harmless from and  indemnifies  and
defends the Company from any claims , demands or losses arising by reason of the
transfer,  sale,  assignment  or

                                      -6-


<PAGE>

hypothecation,  or purported transfer, sale assignment or hypothecation,  of any
revoked, canceled or terminated prior original warrant documents or instruments,
or any interest therein, pertaining to the Warrants exercised hereunder.

         HOLDER  HEREBY  EXPRESSLY  WARRANTS AND  REPRESENTS TO THE COMPANY THAT
HOLDER IS THE OWNER OF THE WARRANTS  EXERCISED  HEREUNDER  FREE AND CLEAR OF ANY
CLAIMS,  DEMANDS, LIENS OR ENCUMBRANCES AND HAS NOT TRANSFERRED,  SOLD, ASSIGNED
OR  HYPOTHECATED,   OR  PURPORTED  TO  HAVE  TRANSFERRED,  SOLD  ,  ASSIGNED  OR
HYPOTHECATED, THE WARRANTS EXERCISED HEREUNDER, OR ANY INTEREST THEREIN.

         The Company may, in its  discretion,  withhold a portion of some or all
of the  exercised  shares or other  amounts  for the  payment  of taxes or other
items.  Holder  represents that Holder is not subject to any backup  withholding
requirements. Holder acknowledges that the shares of stock of the Company issued
upon  exercise  will not be entitled to any  dividend  declared  upon such stock
prior to the effective date of exercise of the warrant.

         Holder hereby constitutes this Subscription Form and Notice of Exercise
as an assignment,  deposit tender,  and transfer in blank of the Warrants as set
forth therein.  Holder hereby irrevocably constitutes and appoints the secretary
of the Company as Holder's attorney in fact to issue shares upon the exercise of
the  Warrants  and  reflect  the same on the books and  records of the  Company,
cancel the Warrant Certificate,  issue a new Warrant Certificate, if applicable,
and perform any necessary act on behalf of Holder, with full power substitution.

         If the number of Warrants to  purchase  the shares of the Common  Stock
hereby  exercised  is less than all the  Warrants  represented  by this  Warrant
Certificate,   the   undersigned   requests  that  a  new  Warrant   Certificate
representing  the  number of such full  Warrants  not  exercised  be issued  and
delivered as follows:

ISSUE TO: ______________________________________________________________________
(NAME)

________________________________________________________________________________

(ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________

(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO: ____________________________________________________________________
(NAME)

at _____________________________________________________________________________
(ADDRESS, INCLUDING ZIP CODE)


Date: __________ ___, ______
                                    ____________________________________________
                                    Signature

                                      -7-

<PAGE>


                                    (Signature  must conform in all respects  to
                                    name  of holder as  specified on the face of
                                    the Warrant Certificate.)

                                    PLEASE INSERT SOCIAL SECURITY OR TAX I.D.
                                    NUMBER OF HOLDER



                                    ____________________________________________


                                      -8-