RESOLUTION


                         WRITTEN CONSENT OF DIRECTORS OF
                             ACCESSPOINT CORPORATION

                              A Nevada Corporation


         The  undersigned,  being all or a quorum of the members of the Board of
Directors of  ACCESSPOINT  CORPORATION,  a Nevada  corporation  ("Company"),  do
hereby consent, in writing, to the adoption of the following resolution:


         RESOLVED,  that  the  Company  recognizes  the  attainment  of  certain
business development and/or revenue attainment  milestones on the part of Alfred
Urcuyo in  accordance  with  Schedule  1, item (1) of that  certain  Stock Bonus
Agreement between Alfred Urcuyo and the Company and authorizes the conversion of
1,400,000  shares of Class A Preferred  shares  held by Alfred  Urcuyo to common
voting stock of the corporation in an equal amount.


         RESOLVED  FURTHER,  that  before  any of the Class A  Preferred  may be
converted into common voting stock, Alfred Urcuyo must surrender the certificate
or certificates  evidencing the Class A Preferred shares in his possession which
are eligible for conversion hereunder,  duly endorsed in blank or accompanied by
proper  instruments  of  transfer,  at the office of the Company or the transfer
agent of the  Company  for  retirement  of such  shares.  Subject  to return and
cancellation  the  Company  is hereby  authorizing  common  voting  stock of the
corporation  be issued to the following  named  shareholder in the amount and at
the times stated as follows:


       NAME OF HOLDER      DATE ISSUED    SHARES ISSUED      EXEMPTIONS/LEGEND

       Alfred Urcuyo         4/5/01        1,400,000              Rule 144

Address: Alfred Urcuyo, Baltar Street, West Hills, CA  91304  SOC# ###-##-####

         ------------------------------------------------------------

         Total Number of Shares to be Issued..............  1,400,000


         RESOLVED  FURTHER,  that  the  Company  may  rely  upon  any  available
exemption from registration or qualification, to the extent applicable, pursuant
to the  provisions of Section 4(2) of the Securities Act of 1933 ("1933 Act") or
Rule 1001,  Regulation D, or Regulation S promulgated  under the 1933 Act or any
other available exemption.


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         RESOLVED  FURTHER,  that the officers and  directors of the Company be,
and hereby are,  authorized  and  empowered  to perform  such acts and  execute,
acknowledge  and deliver such  documents and  instruments as may be necessary to
carry out the purpose and intent of this resolution.

         RESOLVED  FURTHER,  that the actions of the  directors  and officers of
this Company  heretofore  performed in furtherance of the above resolution,  be,
and hereby are, approved, ratified and adopted in full.

         IN WITNESS WHEREOF,  the undersigned have executed this written consent
as of the date  hereof  pursuant  to  applicable  provisions  of the  California
Corporations Code and the Nevada Revised Statutes.

               DATED AT Irvine, California, this 5th of April 2001.


                                        By: /s/ Tom M. Djokovich
                                        ----------------------------------------
                                        Tom M. Djokovich, Director

                                        By: /s/ James Bentley
                                        ----------------------------------------
                                        James Bentley, Director

                                        By: /s/ Tamara Trodden Djokovich
                                        ----------------------------------------
                                        Tamara Trodden Djokovich, Director

                                        By: /s/ Mark Deo
                                        ----------------------------------------
                                        Mark Deo, Director





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