NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                             ACCESSPOINT CORPORATION

                     CALLABLE COMMON STOCK PURCHASE WARRANT

Warrant No.  ASAP-R1000                             Issue Date: October 16, 2000

         THIS  CERTIFIES  THAT,  FOR VALUE  RECEIVED,  RoyCap  Inc.,  a Canadian
corporation,  or its registered assigns  ("HOLDER") is entitled to purchase,  on
the terms and conditions hereinafter set forth, at any time or from time to time
from the date set forth in Section  3(c)(i)  hereof  until  2:00  p.m.,  Pacific
Standard  Time, on the Second (2nd)  anniversary  of the original issue date set
forth  above,  or if such  date is not a day on which  the  Company  is open for
business, then the next succeeding day on which the Company is open for business
("Expiration  Date"), but not thereafter,  to purchase up to 1,200,000 shares of
the Common Stock, par value $.001 ("Common Stock"), of Accesspoint  Corporation,
a Nevada  corporation  ("Company"),  in  multiples  of ten (10) shares of Common
Stock,  at a price  per  share  equal to  USD$7.50,  subject  to  adjustment  in
accordance  with Section 3(b) hereof after the Redemption  Call Notice  Delivery
Date and to equitable adjustment for stock splits, reverse splits,  combinations
and other similar events in accordance with Section 8 hereof ("Exercise Price").
Each share of Common Stock as to which this Warrant is exercisable is a "Warrant
Share" and all such shares are collectively referred to as the "Warrant Shares."
This Warrant is callable for  redemption by the Company in  accordance  with the
terms  hereof,  and in such event this Warrant shall remain  exercisable  by the
holder up to the Redemption  Call Expiration  Time (as defined  herein).  Unless
otherwise  specified,  capitalized  terms used  herein are  defined in EXHIBIT A
attached hereto.

1.       ENTRY OF WARRANT ON RECORDS.  The Company  shall enter this  Warrant
upon the records to be  maintained  by the Company  for that  purpose  ("Warrant
Ledger") in the name of the record Holder hereof from time to time.  The Company
may deem and treat the  registered  Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other  purposes,  and the Company shall not be affected by notice to
the contrary.

2.       REGISTRATION OF TRANSFERS AND EXCHANGES.

                                       1

<PAGE>


(a) This Warrant may only be transferred  pursuant to an effective  registration
statement  under the Securities  Act, to the Company or pursuant to an available
exemption from or in a transaction not subject to the registration  requirements
of the  Securities  Act. In  connection  with any transfer of this Warrant other
than  pursuant to an effective  registration  statement  or to the Company,  the
Company may require the transferor  thereof to provide to the Company an opinion
of counsel  selected by the transferor,  the form and substance of which opinion
shall be  reasonably  satisfactory  to the  Company,  to the  effect  that  such
transfer does not require registration of such Warrant under the Securities Act.
Holder agrees to the imprinting, so long as is required by this Section 2(a), of
a legend  substantially  similar to that first above  written on any New Warrant
(as defined below).  Any such  transferee  shall agree in writing to be bound by
the terms of this  Warrant  and shall  have the  rights  of  Holder  under  this
Warrant.  The Company shall register the transfer of any portion of this Warrant
in the  Warrant  Ledger,  upon  surrender  of this  Warrant,  with  the  Form of
Assignment  attached hereto duly completed and signed,  to the Transfer Agent or
to the  Company at its address for notice set forth in Section 11. Upon any such
registration   or  transfer,   a  new  warrant  to  purchase  Common  Stock,  in
substantially the form of this Warrant (any such new warrant,  a "New Warrant"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

(b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the
Company  at its  address  for notice set forth in Section 11 for one or more New
Warrants,  evidencing  in the  aggregate  the right to  purchase  the  number of
Warrant Shares which may then be purchased hereunder.  Any such New Warrant will
be dated the date of such exchange.

3.       DURATION, EXERCISE AND REDEMPTION OF WARRANTS.

(a)      COMPANY REDEMPTION CALL OPTION.

(i) Subject to the terms and  conditions  set forth  herein,  prior to 2:00 p.m.
(Pacific  Standard Time) on any Trading Day (as defined in EXHIBIT A) during the
period  between the Effective Date (as defined in EXHIBIT A), and the Expiration
Date, the Company may deliver  written  notices to the Holder on any Trading Day
("Redemption  Call  Notice") of the Company's  election to call,  for a price of
USD$.0001  per Warrant  Share,  a portion of this  Warrant as further  described
herein,  in multiples  of ten (10) shares of Common  Stock;  provided  that such
price  shall be  adjusted  to reflect  any  adjustment  in the number of Warrant
Shares issuable hereunder,  so that the maximum aggregate redemption price shall
continue  to be  USD$120.00.  Each  Trading  Day a  Redemption  Call  Notice  is
delivered shall be considered a "Delivery Date."

(ii)  Notwithstanding  anything to the contrary set forth in this Warrant: (A) a
Redemption  Call Notice may not apply to a number of Warrant Shares in excess of
15% of the average  trading  volume of the Common Stock for the ten (10) Trading
Days  immediately  following the Delivery  Date,  rounded up to the next nearest
multiple of ten (10)  ("Volume  Averaging  Period")  PROVIDED  THAT,  during the
Volume  Averaging  Period,  should the volume weighted Per Share Market

                                       2


<PAGE>

Value of the  Common  Stock be lower  than a  dollar  amount  designated  in the
Redemption  Call  Notice  (which  shall  have  been  determined  by the Board of
Directors of the  Company)  ("Threshold  Price") on any Trading  Day,  then that
Trading Day shall not be included in the Volume  Averaging Period and the number
of Warrant  Shares  included in the  Redemption  Call Notice shall be reduced by
one-tenth  (1/10) of the original amount for such  Redemption  Call Notice;  AND
PROVIDED FURTHER THAT at no time shall the Company set the Threshold Price below
USD$2.50, unless agreed to by the Company and the Holder; (B) no Redemption Call
Notice may be delivered  until the expiration of the Redemption  Call Expiration
Time (as defined below) for the  immediately  preceding  Redemption Call Notice,
and (C) no Redemption  Call Notice may be delivered  unless the  conditions  set
forth in Section 3(a)(iv) have been either satisfied by the Company or waived by
the Holder.

(iii) The portion of this Warrant  subject to a  Redemption  Call Notice will be
canceled and redeemed and of no further effect and the Warrant Shares pertaining
thereto no longer issueable from and after 2:00 p.m.  (Pacific Standard Time) on
the  second  (2nd)  Trading  Day  following   Delivery  Date  ("Redemption  Call
Expiration  Time"),  unless  between the Delivery Date and the  Redemption  Call
Expiration Time the Holder notifies the Company in writing that it will exercise
this Warrant to acquire the number of Warrant Shares subject to such  Redemption
Call  Notice at the  Exercise  Price per share set forth in Section  3(b).  Such
exercise shall be in accordance with Section 3(c).

(iv) The right of the  Company  to deliver a  Redemption  Call  Notice  shall be
subject to the satisfaction by the Company or waiver by the Holder, at or before
the applicable Call Expiration  Time, of each of the following  conditions (and,
if  after  delivery  thereof  and on the  applicable  Exercise  Date  and on the
applicable  Settlement  Date, any of the following  conditions shall cease to be
met, such Redemption Call Notice, at the option of the Holder, shall be null and
void AB INITIO):

(A) The Company  shall have  performed,  satisfied  and complied in all material
  respects with all covenants  (including  timely  delivery of Warrant Shares in
  accordance   with  Section   (c)(iii)),   agreements  and  conditions  of  the
  Transaction  Documents (as defined in the Purchase Agreement) to be performed,
  satisfied  or  complied  with by the  Company  at or prior  to the  applicable
  Delivery Date and Redemption Call  Expiration  Time. The Company may apply and
  off set the redemption price against its fees and costs incurred in redemption
  and shall not be  obligated  to  deliver  cash or cash  equivalent  redemption
  payment to Holder;

(B) The  Underlying  Shares  Registration  Statement  shall be  effective on the
  Delivery  Date and the  Settlement  Date,  not  subject  to any stop  order or
  suspension;

(C) No statute, rule, regulation,  executive order, decree, ruling or injunction
  shall have been  enacted,  entered,  promulgated  or  endorsed by any court or
  governmental  authority of competent jurisdiction and in force on the Delivery
  Date or the Settlement  Date which  prohibits the  consummation  of any of the
  transactions contemplated by the Transaction Documents;

                                       3

<PAGE>


(D) Since the Closing Date (as defined in the Purchase  Agreement),  no event or
  series of events  which  reasonably  would be  expected to have or result in a
  Material  Adverse Effect (as defined in the Purchase  Agreement) and no Change
  of Control Transaction shall have occurred;

(E) Since the  Closing  Date,  trading in the Common  Stock  shall not have been
  suspended by the Securities and Exchange  Commission for a period in excess of
  five (5)  consecutive  Trading Days or ten (10) Trading Days in the  aggregate
  (which  need not be  consecutive  Trading  Days)  during any  thirty  (30) day
  period, except for any suspensions of trading of not more than one (1) Trading
  Day solely to permit  dissemination  of  material  information  regarding  the
  Company;

(F) On the Delivery Date and on the  Settlement  Date, the Common Stock shall be
  trading on the American Stock  Exchange,  or on the Nasdaq National Market the
  Nasdaq  Small Cap  Market or the New York Stock  Exchange  or  American  Stock
  Exchange or otherwise  eligible for quotation on the Over-the Counter Bulletin
  Board (each, a "Subsequent Market");

(b)  EXERCISE  PRICE  FOLLOWING  REDEMPTION  CALL  NOTICE.  The  Exercise  Price
applicable to an exercise  following a Redemption Call Notice under Section 3(a)
shall equal the lower of (i) USD$7.50 (subject to equitable adjustment for stock
splits, reverse splits, combinations and other similar events in accordance with
Section 8 hereof) or (ii) 90% of the volume  weighted  average Per Share  Market
Value of the Common  Stock  ("Average  Per Share  Market  Value") as reported on
Bloomberg  using the AQR  function  between the hours of 9:30 a.m. to 4:00 p.m.,
Eastern  Standard Time, for the ten (10)  consecutive  Trading Days  immediately
subsequent to the Delivery Date ("Price Averaging  Period");  PROVIDED THAT, any
Trading Day  excluded  from the Volume  Averaging  Period shall also be excluded
from the Price  Averaging  Period for  purposes of  calculating  the Average Per
Share Market Value.

(c)      EXERCISE BY HOLDER.

(i) At any time on and after the Effective  Date (and in the case of an election
to purchase  which is not in response to a Redemption  Call Notice,  if earlier,
the 90th day after the date of this  Warrant),  and prior to 2:00 p.m.  (Pacific
Standard Time) on the Expiration  Date, the Holder shall be entitled to purchase
all or a portion of the  Warrant  Shares,  in  multiples  of ten (10)  shares of
Common Stock,  which have not been  previously  issued and with respect to which
this Warrant has not been previously redeemed or canceled in accordance with the
terms hereof.

(ii) The Holder may  purchase  Warrant  Shares  hereunder by  delivering  to the
Company,  at its address for notice set forth in Section 11, a completed Form of
Election to Purchase in the form  attached  hereto.  At the earliest  reasonable
opportunity  after the  expiration  of  Volume  Averaging  Period  and the Price
Averaging  Period,  when the Exercise  Price and number of Warrant Shares may be
determined,  Holder shall  deliver to the Company  payment equal to the Exercise
Price multiplied by the number of Warrant Shares indicated therein  ("Settlement
Date"). An "Exercise Date" means the date of the delivery (which may be made via
facsimile) of the Form of Election to Purchase and applicable Exercise Price.

                                       4

<PAGE>


(iii) No later than the fifth (5th) Trading Day following  any  Settlement  Date
and the  confirmation of good and immediately  available funds in the account of
the Company, the Company shall promptly transmit appropriate instructions to its
stock  transfer  agent and  thereby  issue or cause to be issued and cause to be
delivered  to or upon the written  order of the Holder and in such name or names
as the Holder may designate,  a certificate for the Warrant Shares issuable upon
such exercise,  free of  restrictive  legends except as required by the Purchase
Agreement or applicable law.

(A)  If  the  Company  fails  to  deliver  to  the  Holder  the  certificate  or
  certificates  pursuant to this Section  within the time specified  above,  the
  Holder  shall be entitled  by written  notice to the Company at any time on or
  before its receipt of such certificate or certificates thereafter,  to rescind
  such exercise.

(B) In  addition to the rights set forth in (A) above,  if the Company  fails to
  instruct its stock transfer agent to deliver to the Holder such certificate or
  certificates  pursuant to this Section within the time specified above, and if
  after  such  time the  Holder  purchases  (in an open  market  transaction  or
  otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of
  the Warrant Shares which the Holder  anticipated  receiving upon such exercise
  (a "Buy-In"),  then the Company shall (1) pay in cash to the Holder the amount
  by which (x) the Holder's total good-faith and reasonable arms-length purchase
  price  (including  brokerage  commissions,  if any)  for the  Common  Stock so
  purchased  exceeds  (y) the  product  of (i) the  aggregate  number of Warrant
  Shares  that such  Holder  anticipated  receiving  from the  exercise at issue
  multiplied by (ii) the volume  weighted  average Per Share Market Value on the
  Settlement  Date and (2) at the  option  of the  Holder,  either  rescind  the
  exercise  at issue or deliver to the Holder the number of Warrant  Shares that
  would have been  issued had the  Company  timely  complied  with its  delivery
  requirements under this Section.  For example,  if the Holder purchases Common
  Stock  having a total  purchase  price of  USD$11,000  to cover a Buy-In  with
  respect to an attempted  exercise  with  respect to which the volume  weighted
  average  Per  Share  Market  Value  on the  Settlement  Date  was a  total  of
  USD$10,000,  the Company  shall be required to pay the Holder  USD$1,000.  The
  Holder shall provide the Company written notice indicating the amounts payable
  to the Holder in respect of the Buy-In.

(d) EXERCISE PRICE NOT IN RESPONSE TO REDEMPTION CALL NOTICE. The Exercise Price
applicable to an exercise  pursuant to Section 3(c) that is not in response to a
Redemption Call Notice shall equal USD$7.50 (subject to equitable adjustment for
stock  splits,  reverse  splits,   combinations  and  other  similar  events  in
accordance with Section 8 hereof).

4.  PAYMENT  OF  TAXES.  The  Company  will  pay  all  documentary  stamp  taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

                                       5

<PAGE>


5. NO  VOTING  RIGHTS.  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.  REPLACEMENT  OF  WARRANT.  If this  Warrant is  mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

7.  RESERVATION  OF WARRANT  SHARES.  The Company  covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 8). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

8.       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 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 Holder shall be entitled upon such
exercise to receive such amount of securities or property equal to the amount of
Warrant Shares such Holder would have been entitled to had such Holder exercised
this Warrant immediately prior to such reclassification or share exchange.

(b) In case of the  closing of any (i) merger or  consolidation  of the  Company
with or into another  Person,  or (ii) sale by the Company of more than one-half
(1/2) of the assets of the Company (on a book value basis) in one or a series of
related transactions, or (iii) tender or other offer or exchange (whether by the
Company  or  another  Person)  pursuant  to which  holders  of Common  Stock are
permitted to tender or exchange their shares for other  securities,  stock, cash
or  property of the Company or another  Person;  then the 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 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

                                       6


<PAGE>

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
(iii) 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  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. The terms
of any such merger, sale,  consolidation,  tender or exchange shall include such
terms as continue to give the 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 8 shall be made to the nearest cent or
the nearest  1/100th of a share, as the case may be. All dollar amounts shall be
in United States currency.

(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 each Holder at their last  addresses  as they shall appear
upon the  Warrant  Ledger,  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,   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.

9.  PAYMENT OF  EXERCISE  PRICE.  The Holder  shall pay the  Exercise  Price for
Warrant Shares purchased hereunder by delivery of good and immediately available
funds  unless  otherwise  agreed  by the  Company.  Payment  shall not be deemed
received by the Company unless and until good and  immediately  available  funds
have been confirmed in the account of the Company.

                                       7

<PAGE>


10. FRACTIONAL SHARES. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant.  The number of
full Warrant  Shares  which shall be issuable  upon the exercise of this Warrant
shall be  computed  on the  basis of the  aggregate  number  of  Warrant  Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

11. NOTICES. Any and all notices or other communications or deliveries 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
2:00 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 this Section later than
2:00  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
addresses  for  such  communications  shall  be:  (i) if to the  Company,  to 38
Executive Park, Suite 350, Irvine,  California,  92614, U.S.A., Attention: Chief
Financial Officer, or to Facsimile No. (949) 852-8527, or (ii) if to the Holder,
to the Holder at the address or facsimile number appearing on the Warrant Ledger
or such other  address  or  facsimile  number as the  Holder may  provide to the
Company in accordance with this Section.

12. WARRANT AGENT.  The Company shall serve as warrant agent under this Warrant.
Upon  thirty  (30) days'  notice to the  Holder,  the  Company may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Ledger.

13.      MISCELLANEOUS.

(a) This  Warrant  shall be binding on and inure to the  benefit of the  parties
hereto and their respective  successors and assigns. This Warrant may be amended
only in writing  signed by the Company and the Holder and their  successors  and
assigns.

(b) Subject to Section 13(a), above,  nothing in this Warrant shall be construed
to give to any person or  corporation  other than the Company and the Holder any
legal or equitable right, remedy or cause under this Warrant. This Warrant shall
inure to the sole and exclusive benefit of the Company and the Holder.

                                       8

<PAGE>


(c) The  corporate  laws of the State of  California  shall  govern  all  issues
concerning the relative  rights of the Company and its  stockholders.  All other
questions concerning the construction,  validity, enforcement and interpretation
of this Warrant  shall be governed by and  construed  and enforced in accordance
with  the  internal  laws of the  State of  California,  without  regard  to the
principles  of  conflicts  of law  thereof.  The Company  and the Holder  hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the county of Orange,  State of California,  for the  adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally  subject to the  jurisdiction  of any such court,  or that such suit,
action or  proceeding  is  improper.  Each of the Company and the Holder  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or  proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under this  instrument
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.

(d) The headings  herein are for  convenience  only, do not constitute a part of
this  Warrant  and shall not be deemed to limit or affect any of the  provisions
hereof.

(e) In case any one or more of the  provisions  of this Warrant shall be invalid
or  unenforceable  in  any  respect,  the  validity  and  enforceability  of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


                                       9


<PAGE>


                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly issued as of the date first indicated above.



                                 ACCESSPOINT CORPORATION


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

<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Accesspoint Corporation:

                  In  accordance  with the  Warrant  enclosed  with this Form of
Election to Purchase,  the  undersigned  hereby  irrevocably  elects to purchase
_____________  shares of common stock, $.001 par value per share, of Accesspoint
Corporation (the "Common Stock") and encloses herewith $________ in cash by wire
transfer, or by certified or official bank check or checks, which sum represents
the  aggregate  Exercise  Price (as  defined in the  Warrant)  for the number of
shares of Common  Stock to which  this Form of  Election  to  Purchase  relates,
together with any applicable  taxes payable by the  undersigned  pursuant to the
Warrant.

                  The undersigned  requests that  certificates for the shares of
Common Stock issuable upon this exercise be issued in the name of:

PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER

________________________________________________________________________________

________________________________________________________________________________
                         (Please print name and address)


         Pursuant to the terms of the Warrant the  undersigned has delivered the
Exercise  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  Exercise  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 Form of Election to Purchase.  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 Warrant 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 Warrant 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
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 Warrant exercised hereunder.

                                       2

<PAGE>


         HOLDER  HEREBY  EXPRESSLY  WARRANTS AND  REPRESENTS TO THE COMPANY THAT
HOLDER IS THE OWNER OF THE  WARRANT  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 WARRANT 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 Warrant Shares issued upon exercise
will not be  entitled to any  dividend  declared  upon such shares  prior to the
effective date of exercise of the Warrant.

         Holder  hereby  constitutes  this Form of  Election  to  Purchase as an
assignment,  deposit  tender,  and transfer in blank of the Warrant 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
Warrant 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 shares of Common  Stock  issuable  upon this  exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed  Warrant,  the undersigned  requests
that a New Warrant (as defined in the Warrant)  evidencing the right to purchase
the shares of Common  Stock not  issuable  pursuant  to the  exercise  evidenced
hereby be issued in the name of and delivered to:


________________________________________________________________________________
(Please print name and address)

________________________________________________________________________________

________________________________________________________________________________



Dated:  _____, _____                          Name of Holder:


(Print)_________________________________________________________________________

(By:)___________________________________________________________________________
(Name:)
(Title:)
                        (Signature  must  conform  in all  respects  to  name of
                        holder as specified on the face of the Warrant)

                                       3


<PAGE>


                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]


                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers  unto  ________________________________  the right  represented by the
within  Warrant to purchase  ____________  shares of Common Stock of Accesspoint
Corporation  to which the within Warrant  relates and appoints  ________________
attorney to transfer  said right on the books of  Accesspoint  Corporation  with
full power of substitution in the premises.

Dated:
____________, __________

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


                              __________________________________________________

                              Address of Transferee

                              __________________________________________________

                              __________________________________________________

In the presence of:

____________________________________________________


                                       1


<PAGE>


                                    EXHIBIT A

(i) "Business Day" means any day except Saturday, Sunday and any day which shall
be a federal legal holiday or a day on which banking  institutions  in the State
of New York and the State of  California  are  authorized  or required by law or
other governmental action to close.

(ii)  "Change  of Control  Transaction"  means the  occurrence  of any of (i) an
acquisition  after the date hereof by an  individual  or legal entity or "group"
(as  described  in Rule  13d-5(b)(1)  promulgated  under  the  Exchange  Act) of
effective  control  (whether  through legal or  beneficial  ownership of capital
stock of the  Company,  by  contract  or  otherwise)  of in excess of 33% of the
voting securities of the Company, (ii) a replacement at one time or over time of
more than one-half of the members of the Company's  board of directors  which is
not approved by a majority of those  individuals who are members of the board of
directors on the date hereof (or by those individuals who are serving as members
of the board of directors on any date whose nomination to the board of directors
was  approved  by a majority of the  members of the board of  directors  who are
members on the date hereof),  (iii) the merger or  consolidation  of the Company
with or into  another  entity that is not  wholly-owned  by the Company upon the
completion  of which the  stockholders  of the Company  immediately  before such
merger or consolidation own or control less than 2/3 of the voting securities of
the surviving  entity,  (iv) sale of 50% or more of the assets of the Company in
one or a series of related transactions,  or (v) the execution by the Company of
an agreement to which the Company is a party or by which it is bound,  providing
for any of the events set forth above in (i), (ii), (iii) or (iv).

(iii)    "Commission" means the Securities and Exchange Commission.

(iv)  "Effective  Date"  means  the  date  the  Underlying  Shares  Registration
Statement  is  declared   effective  by  the   Commission  and  notice  of  such
effectiveness is delivered to Holder.

(v) "Per Share Market  Value"  means on any  particular  date (a) the  aggregate
price of  Common  Stock  sold on such date on the  Nasdaq  Bulletin  Board,  the
Over-the-Counter  Bulletin  Board,  or on such  Subsequent  Market  on which the
shares of Common Stock are then listed or quoted divided by the number of shares
of Common  Stock so sold,  or if there is no such price on such  date,  then the
closing price on the Nasdaq Bulletin Board, the Over-the-Counter Bulletin Board,
or on such Subsequent  Market on the date nearest preceding such date, or (b) if
the shares of Common Stock are not then listed or quoted on the Nasdaq  Bulletin
Board, the Over-the-Counter  Bulletin Board, or a Subsequent Market, the closing
bid price for a share of Common Stock in any other  over-the-counter  market, as
reported by the as  reported on  Bloomberg  using the AQR  function  between the
hours of 9:30 a.m. to 4:00 p.m., Eastern Standard Time, (or similar organization
or agency  succeeding  to its  functions  of  reporting  prices) at the close of
business  on such  date,  or (c) if the  shares  of  Common  Stock  are not then
reported on Bloomberg using the AQR function (or similar  organization or agency
succeeding to its functions of reporting prices),  then the average of the "Pink
Sheet" quotes for the relevant conversion period, as determined in good faith by
the Holder,  or (d) if the shares of Common Stock are not then publicly  traded,
the fair market value of a share of Common Stock as  determined  by an Appraiser
selected in good faith by the Holders of a majority in interest of the  Warrants
then outstanding.

                                       2

<PAGE>


(vi) "Purchase  Agreement" means the Securities  Purchase  Agreement dated as of
the date  hereof,  to which the  Company  and the  original  Holder  hereof  are
parties.

(vii)  "Trading  Day"  means (a) a day on which the  shares of Common  Stock are
traded on the Nasdaq  Bulletin Board or on such  Subsequent  Market on which the
shares of Common Stock are then listed or quoted, or (b) if the shares of Common
Stock are not listed on the Nasdaq Bulletin Board or a Subsequent  Market, a day
on which the shares of Common Stock are traded in the  over-the-counter  market,
as reported by the OTC Bulletin  Board, or (c) if the shares of Common Stock are
not quoted on the OTC Bulletin  Board, a day on which the shares of Common Stock
are quoted in the over-the-counter  market as reported by the National Quotation
Bureau  Incorporated  (or any  similar  organization  or agency  succeeding  its
functions of reporting prices);  PROVIDED,  HOWEVER,  that in the event that the
shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c)
hereof, then Trading Day shall mean a Business Day.

(viii)  "Underlying  Shares  Registration  Statement" shall have the meaning set
forth in the Purchase Agreement.


                                       3