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                                                                    EXHIBIT 1.17

                                  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 ("Corporation"), do
hereby consent in writing to the adoption of the following resolution.

     WHEREAS, this Corporation issued a note dated February 4, 2000, in favor of
     Pacific Capital Group Limited in the principal amount of $70,000.00
     ("Note");

     WHEREAS, this Corporation and the holder of the Note have agreed that the
     Note shall be canceled and two new notes issued in its place, the first new
     note shall represent a principal balance of $27,500.00 due and payable on
     or before February 4, 2002, pursuant to the same terms and conditions as
     contained in the original note, and the second new note shall represent a
     principal balance of $42,500.00 due and payable on or before February 4,
     2002, pursuant to the same terms and conditions as contained in the
     original note;

     WHEREAS, both new notes shall contain conversion provisions whereby the
     then outstanding principal balance under each new note shall be convertible
     into common voting stock of this Corporation at the rate of $1.25 per share
     if not paid in full when mature;

     NOW, THEREFORE, BE IT RESOLVED, that the original Note instrument shall be
     surrendered to this Corporation and two new notes shall be issued in its
     place and stead, the first new note representing a principal balance of
     $27,500.00 due and payable on or before February 4, 2002, pursuant to the
     same terms and conditions as contained in the original note, the second new
     note representing a principal balance of $42,500.00 due and payable on or
     before February 4, 2002, pursuant to the same terms and conditions as
     contained in the original note, the then outstanding principal balances
     under both new notes shall be convertible into common voting stock of this
     Corporation at the rate of $1.25 per share if not paid in full when mature,
     and that the officers and directors of this Corporation be, and hereby are,
     authorized and empowered to execute such documents and instruments and
     perform such acts as may be necessary or proper to carry out the purpose
     and intent of these resolutions;

     RESOLVED FURTHER, that the action of the officers and directors of this

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     Corporation heretofore perform in furtherance of the purpose and intent of
     this resolution be, and hereby are, adopted, approved, and ratified in
     full.

     This consent has been executed pursuant to Section 307(b) of the California
Corporations Code and Section 78.315(2) of the Nevada Revised Statutes.  The
Board of Directors thereupon instructed the Secretary of the Corporation to
place a copy of the above resolutions in and among the minutes of the
Corporation.

Dated:  August 25, 2000

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


                                             /s/ James W. Bentley
                                             -------------------------------
                                             James W. Bentley, Director


                                             /s/ Tamara A. Djokovich
                                             -------------------------------
                                             Tamara A. Djokovich, Director


                                             /s/ Alfred Urcuyo
                                             -------------------------------
                                             Alfred Urcuyo, Director


                                             /s/ Mark Deo
                                             -------------------------------
                                             Mark Deo, Director

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