EXHIBIT 10.5


                                IRREVOCABLE PROXY

                             ACCESSPOINT CORPORATION
                              a Nevada corporation


         CERTIFICATE NOS.                                     NUMBER OF SHARES

                      [NO.]                                      [X,XXX,XXX]
         (CERTIFICATE NO. SUBJECT TO REISSUANCE)


                                                      TOTAL:     [X,XXX,XXX]

         The undersigned,  [Name],  as holder of a total of [X] number of shares
of  voting   common   stock   ("Proxy   Shares")  of   Accesspoint   Corporation
("Corporation"), hereby revokes any previous proxies and appoints Net Integrated
Systems Ltd., a Bermuda corporation, or its designee ("NIS"), as proxy to attend
meetings  of  shareholders  of  the   Corporation  and  any   continuations   or
adjournments thereof and to represent, vote, execute consents, and otherwise act
for the  undersigned  in the same  manner  and with  the same  effect  as if the
undersigned  were  personally  present,  subject to the  restrictions  set forth
herein and in accordance with the express provisions set forth herein.

         This Proxy is made and given in  conjunction  with that certain loan or
credit facility by and between NIS, as lender, and the Corporation,  as borrower
("Loan")  and  shall be  irrevocable  so long as the  Secured  Loan  and  Pledge
Agreement and the Revolving Line of Credit Secured Promissory Note, or either of
them,  remains in force or the  undersigned has not made a call under that stock
option  agreement  between  the  undersigned  and  NIS.  This  Proxy is given in
consideration of an extension of credit by Net Integrated Systems Ltd. and shall
be irrevocable  as set forth above in accordance  with the provisions of Section
706(e)(3)  of the  California  Corporations  Code and Section  78.355(4)  of the
Nevada Revised Statutes.

         This  Proxy is  intended  to protect  NIS as a lender  and NIS,  as the
holder of this Proxy,  shall be authorized to vote the Proxy Shares,  by consent
or  otherwise,  without  restriction  or  limitation,   against  or  denying  or
disapproving  (as  "no"  vote)  the  sale of  assets,  liquidation,  bankruptcy,
suspension  of business,  merger,  reorganization  or other  disposition  of the
Corporation or its assets or business (or that of its  subsidiaries),  including
materially  changing the nature of business  conducted by the Corporation or its
subsidiaries.

         NIS,  as the  holder of this  Proxy,  shall  obtain  the prior  written
consent  of a  majority-in-interest  of  all  of  the  Proxy  grantors,  Tom  M.
Djokovich,  Alfred Urcuyo and James W. Bentley (and any trusts  associated  with
such  persons),  to vote or otherwise  act in favor of or  otherwise  approve (a
"yes"  vote),  by  consent  or  otherwise,  the  sale  of  assets,  liquidation,
bankruptcy,  suspension of business, merger, reorganization or other disposition
of the  Corporation  or its assets or  business  (or that of its  subsidiaries),
including   materially   changing  the  nature  of  business  conducted  by  the
Corporation or its subsidiaries,  the issuance of additional shares of or equity
ownership in the Corporation or its  subsidiaries (or warrants or options or any
other securities), any act which might cause dilution of the existing shares, of
any class or series,  of the Corporation or its  subsidiaries,  the amendment of

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the Articles of Incorporation or Bylaws of the Corporation or its  subsidiaries,
the payment, either directly or indirectly, of any fee, compensation,  dividend,
or  distribution  to NIS or any of its officers,  members,  owners,  principals,
affiliates,  agents  or  representatives,  or  the  approval  of  any  contract,
transaction  or  arrangement  involving  any entity in which NIS,  or any of its
officers, members, owners, principals, affiliates, agents or representatives may
have any interest,  whether in the form of an ownership  interest or otherwise..
The Corporation shall not consider any attempted  contrary vote or consent to be
a valid vote or consent.  Notwithstanding the foregoing, the Proxy Shares may be
otherwise  voted in any  manner by the Proxy  holder not  inconsistent  with the
provisions of this Proxy.

         The voting  rights  granted  in this  Proxy are  subject to all SEC and
securities laws, rules, regulations and reporting and disclosure requirements to
the fullest extent  applicable to the Corporation as a reporting company (and to
its subsidiaries),  including,  but not limited to, shareholder voting and proxy
solicitation  rules.  Subject  to the  terms  of the  Secured  Loan  and  Pledge
Agreement,  title to the Proxy  Shares,  and  entitlement  to any  dividends and
distributions   associated  with  the  Proxy  Shares,   shall  remain  with  the
undersigned.

         This Proxy shall,  to the fullest  extent allowed by law, be construed,
interpreted and enforced in accordance with the laws of the State of California,
without regard to or  application of conflict of law rules,  and venue in regard
to any disputes  arising  hereunder shall, to the fullest extent allowed by law,
lie exclusively in Los Angeles County, California.

         The  undersigned  authorizes  the above Proxy holder to substitute  any
other person to act under this proxy,  to revoke any  substitution,  and to file
this Proxy and any substitution or revocation with the Corporation.

Dated: December 14, 2001


                                              By:/s/[NAME]
                                              ----------------------------------
                                              [Name]

Consented to and Accepted by:

Net Integrated Systems Ltd., a
Bermuda corporation


By:/s/WILLIAM R. BARBER
-----------------------------------------
William R. Barber, President










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