THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED  UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION  THEREFROM
IS AVAILABLE.

                               WARRANT TO PURCHASE
                     COMMON STOCK OF ACCESSPOINT CORPORATION

         This  certifies  that  BELLADONNA  (the  "Holder"),  or its  registered
assigns,   for  value  received,   is  entitled  to  purchase  from  ACCESSPOINT
CORPORATION (the "Company") Two Hundred  Seventy-Five  Thousand (275,000) shares
of the  Company's  Common  Stock (the "Common  Stock") for a per share  exercise
price  equal to $ .34 (the  "Per  Share  Exercise  Price").  This  right  may be
exercised at any time from the date hereof up to and  including  5:00 p.m.  (New
York City time) on March 10, 2004 (the "Expiration Date"), upon surrender to the
Company at its  principal  office (or at such other  location as the Company may
advise the Holder in  writing)  of this  warrant,  properly  endorsed,  with the
Notice of Exercise  and  Subscription  Form  attached  hereto duly filled in and
signed,  if  applicable,  and upon  payment  in cash or  other  form of good and
immediately  available  funds  reasonably  satisfactory  to the  Company  of the
aggregate Per Share  Exercise Price for the full number of shares for which this
warrant is being exercised determined in accordance with the provisions hereof.


1.       ISSUANCE OF CERTIFICATES.

         Certificates  for the shares of Common Stock  acquired upon exercise of
this warrant, together with any other securities or property to which the Holder
is entitled upon such  exercise,  will be delivered to the Holder by the Company
at the Company's expense within a reasonable time after this warrant has been so
exercised and payment of the full Per Share Exercise Price has been delivered to
the Company as set forth above and such funds have been confirmed to the account
of the Company.

         Each stock  certificate so delivered will be in such  denominations  of
Common  Stock as may be requested  by the Holder and will be  registered  in the
name of the  Holder.  In case of a purchase of less than all the shares that may
be  purchased  under this  warrant,  the Company  will  cancel this  warrant and
execute  and  deliver a new warrant or warrants of like tenor for the balance of
the shares purchasable under this warrant to the Holder within a reasonable time
after surrender of this warrant.


2.       SHARES FULLY-PAID, NONASSESSABLE, ETC.

         All shares of Common Stock issued upon  exercise of this warrant  will,
upon issuance, be duly authorized,  validly issued, fully-paid and nonassessable
and free of all taxes, liens and charges with respect to the issue thereof.  The
Company will use reasonable commercial efforts to reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
effecting  the  exercise  of this  warrant,  such number of its shares of Common
Stock as from time to time are  sufficient  to effect the full  exercise of this
warrant.  If at any time the number of authorized but unissued  shares of Common
Stock are not  sufficient  to effect the exercise of this  warrant,  the Company
will use reasonable  commercial efforts to take such corporate action as may, in
the opinion of its counsel,  be


                                       1



<PAGE>


reasonably  necessary to increase its authorized  but unissued  shares of Common
Stock to such number of shares as are sufficient for such purpose.

3.       NET ISSUE EXERCISE.
         Notwithstanding  any  provisions  herein to the  contrary,  if the fair
market value of one share of the Company's  Common Stock is greater than the Per
Share Exercise Price (at the date of calculation as set forth below), in lieu of
exercising  this warrant for cash,  the Holder may elect to receive shares equal
to the value (as determined below) of this warrant (or the portion thereof being
canceled) by surrender of this warrant at the  principal  office of the Company,
together with the properly endorsed Notice of Exercise and Subscription Form and
notice of such  election,  in which event the Company will issue to the Holder a
number of shares of Common Stock computed using the following formula:

                  X = Y (A-B)
                      _______
                          A

         Where    X =  the number of shares of Common Stock to be issued to  the
Holder

                  Y =  the  number of shares of Common  Stock  purchasable under
this  warrant  or, if only a portion  of this  warrant is being  exercised,  the
portion of this warrant being canceled (at the date of such calculation)

                  A =  the  fair  market  value  of  one  share of the Company's
Common Stock (at the date of such calculation)

                  B =  Per Share Exercise Price (as adjusted to the date of such
calculation)

For purposes of the above calculation,  fair market value of one share of Common
Stock will be the average of the closing bid prices of the  Company's  shares of
Common Stock as quoted on the New York Stock  Exchange  (the "NYSE") (or on such
other United States stock  exchange or public trading market on which the shares
of the Company  trade if, at the time of the  election,  they are not trading on
the NYSE), for the five (5) consecutive  trading days immediately  preceding the
date of the date the  completed,  executed  Notice of Exercise and  Subscription
Form is received.


4.       ADJUSTMENTS.

         4.1 ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company at any
time or from time to time during the term of this warrant  effects a subdivision
of the  outstanding  Common  Stock,  the Per  Share  Exercise  Price  in  effect
immediately   before  that  subdivision  will  be   proportionately   decreased.
Conversely,  if the  Company at any time or from time to time during the term of
this  warrant  combines  the  outstanding  shares of Common Stock into a smaller
number of shares,  the Per Share Exercise Price in effect immediately before the
combination will be proportionately increased. Any adjustment under this Section
4.1 will become  effective at the close of business on the date the  subdivision
or combination becomes effective.

         4.2 ADJUSTMENT FOR RECLASSIFICATION,  EXCHANGE AND SUBSTITUTION.  If at
any time or from time to time during the term of this  warrant the Common  Stock
issuable  upon  the  exercise  of this  warrant  is  changed  into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by


                                       2


<PAGE>


recapitalization,  reclassification or otherwise (other than a recapitalization,
subdivision, combination, reclassification or exchange provided for elsewhere in
this  Section 4), the Holder  will have the right  thereafter  to exercise  this
warrant  for the kind and  amount  of stock and other  securities  and  property
receivable  upon such  recapitalization,  reclassification  or other change into
which  the  shares  of Common  Stock  issuable  upon  exercise  of this  warrant
immediately  prior to such  recapitalization,  reclassification  or change could
have been  converted,  all subject to further  adjustment as provided  herein or
with respect to such other securities or property by the terms thereof.

         4.3  REORGANIZATIONS.  If at any time or from time to time  during  the
term of this  warrant  there is a capital  reorganization  of the  Common  Stock
(other than a recapitalization,  subdivision,  combination,  reclassification or
exchange  provided  for  elsewhere in this Section 4), as a part of such capital
reorganization,  provision  will be made so that the Holder will  thereafter  be
entitled to receive upon  exercise of this warrant the number of shares of stock
or other  securities  or property of the Company to which a holder of the number
of shares of Common Stock  deliverable  upon exercise of this warrant would have
been entitled on such  capitalization  reorganization,  subject to adjustment in
respect of such stock or securities by the terms thereof.


5.       REGISTRATION.

         5.1  PIGGY-BACK  REGISTRATIONS.  (a) If, at any time, the Company shall
determine  to register  for its own  account or the account of others  under the
Securities Act (including  pursuant a demand for registration of any stockholder
of the Company) any of its equity securities, other than on Form S-4 or Form S-8
or their then equivalents relating to shares of Common Stock to be issued solely
in connection with any acquisition of any entity or business or shares of Common
Stock issuable in connection with stock option or other employee  benefit plans,
it shall send to each Holder of the shares issued or issuable  written notice of
such  determination  and,  if within  fifteen  (15) days  after  receipt of such
notice,  such Holder of the Registrable Shares shall so request in writing,  the
Company shall use its best efforts to include in such registration statement all
or any part of the  Registrable  Shares such holder  requests to be  registered,
except that if; in connection  with the initial public  offering of the Company,
the managing  underwriter  shall impose a limitation  on the number of shares of
such Common Stock which may be included in the registration  statement  because,
in its  judgment,  such  limitation  is  necessary  to effect an orderly  public
distribution,   then  the  Company   shall  be  obligated  to  include  in  such
registration  statement only such limited portion of the Registrable Shares with
respect to which such holder has requested inclusion hereunder. Any exclusion of
Registrable Shares shall be made pro rata among the Holders of the Option Shares
(or their assigns who are entitled to and have requested registration under this
Section 5.1) seeking to include  Registrable Shares, in proportion to the number
of Registrable  Shares sought to be included by such Holders of the  Registrable
Shares (or their  assigns who are  entitled to and have  requested  registration
under this Section 5.1); PROVIDED,  HOWEVER,  that the Company shall not exclude
any  Registrable  Shares unless the Company has first  excluded all  outstanding
securities  the  holders  of which are not  entitled  by right to  inclusion  of
securities in such registration statement;  and PROVIDED FURTHER,  HOWEVER, that
any exclusion of Registrable Shares shall be made pro rata with holders of other
securities  having  the right to include  such  securities  in the  registration
statement.  The obligations of the Company to Holders of the Registrable  Shares
under this Section 5 may be waived by Holders of the  Registrable  Shares at any
time. For purposes of this warrant,  "Registrable Shares" shall mean such number
of shares of Common  Stock issued or issuable  upon  exercise of this warrant or
any other  shares of Common  Stock  acquired by the  Holders of the  warrants by
virtue of their ownership of such warrants.


                                       3


<PAGE>


         5.2  PROVISIONS APPLICABLE TO REGISTRATION.  The  following  provisions
shall apply,  as applicable,  in connection  with the Holders of the Registrable
Shares to be included in the registration statement pursuant to this Section 5:

                  (a) The  holders  of the  Registrable  Shares,  if  reasonably
requested  by the  Company  or by the  underwriter  with  respect  to any public
offering,  shall  agree not to sell,  make any short  sale of,  loan,  grant any
options for the  purchase  of, or otherwise  dispose of any  Registrable  Shares
(other  than those  included  in the  registration)  without  the prior  written
consent of the Company or such underwriters, as the case may be, for such period
of time (not to exceed one hundred  eighty (180) days),  from the effective date
of  such  registration  statement,  or  the  commencement  of the  offering,  as
applicable,  as may be requested by the  underwriters,  provided  that all other
holders  of the  class  of  securities  being  registered  shall  make  the same
agreements as those required to be made by the holders of the Registrable Shares
under this Section 5.2(a).

                  (b) The  holders  of the  Registrable  Shares  shall  promptly
provide the Company with such  non-confidential and non-proprietary  information
as it shall  reasonably  request  and that is  available  to the  holders of the
Registrable Shares in order to prepare the registration statement.

                  (c) The  Company  shall  be  responsible  for  reasonable  and
necessary expenses incurred by the Company in connection with the preparation of
the registration statement,  including, without limitation, the Company's legal,
accounting and filing fees, but not including fees and  disbursements of experts
and counsel  retained by the holders of the  Registrable  Shares or underwriting
discounts and commissions to be paid by the holders of the Registrable Shares.

                  (d)      INDEMNIFICATION.

                  (i) In the event of a  registration  or  qualification  of any
Registrable  Shares under the  Securities Act pursuant to the provisions of this
Section 5, the Company  shall  indemnify  and hold  harmless  the holders of the
Registrable Shares, the officers and directors of the holders of the Registrable
Shares and each  officer and  director of any person or entity who  controls the
holders of the Registrable  Shares,  each underwriter of such Registrable Shares
and each other  person or entity who  controls  the  holders of the  Registrable
Shares  or  such   underwriter   within  the  meaning  of  the   Securities  Act
(collectively, the "Indemnitees"),  from and against any and all losses, claims,
damages or liabilities, joint or several, to which any of the Indemnitees, joint
or  several,  may become  subject  under the  Securities  Act or the  applicable
securities  laws or  otherwise,  insofar  as such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon (x)
any untrue  statement or alleged untrue statement of any material fact contained
in  any  registration   statement  under  which  such  Registrable  Shares  were
registered or qualified under the Securities Act, or any amendment or supplement
thereto,  any preliminary  prospectus or final prospectus  contained therein, or
any supplement thereto, or any document prepared and/or furnished to the holders
of the Registrable  Shares incident to the  registration or qualification of any
Registrable Shares,  attributable to or originating from the Company, or (y) the
omission or alleged omission to state in any  registration  statement a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading  or,  with  respect  to any  prospectus,  necessary  to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading,  and for which the Company is or was  responsible,  and in each
case shall reimburse the Indemnitees for any legal or other expenses  reasonably
incurred by such  Indemnitees in connection with  investigating or defending any


                                       4


<PAGE>


such  loss,  claim,   damage  or  liability  (or  action  in  respect  thereof).
Notwithstanding the foregoing,  the Company shall not be liable in any such case
to the  extent  that any such loss,  claim,  damage or  liability  (or action in
respect  thereof) arises out of or is based upon an untrue  statement or alleged
untrue  statement  or omission  or alleged  omission  made in such  registration
statement in reliance upon and in conformity with  information  furnished to the
Company by such Indemnitees; and provided further, that the Company shall not be
liable in any such  case to the  extent  that any such  loss,  claim,  damage or
liability  (or  action in  respect  thereof)  arises  out of or is based upon an
untrue  statement or alleged untrue statement or omission or alleged omission in
such registration statement,  which untrue statement or alleged untrue statement
or omission or alleged  omission is  completely  corrected  in an  amendment  or
supplement to the registration statement.

                  (ii) In the event of the  registration or qualification of any
Registrable  Shares under the  Securities Act pursuant to the provisions of this
Section 4, the holders of the Registrable Shares severally and not jointly shall
indemnify  and hold  harmless the Company,  each person who controls the Company
within the meaning of the  Securities  Act,  each  officer  and  director of the
Company and any other  selling  holder,  each  underwriter  of such  Registrable
Shares  and each  other  person  or  entity  who  controls  the  holders  of the
Registrable  Shares or such underwriter within the meaning of the Securities Act
(collectively, the "Indemnitees"),  from and against any and all losses, claims,
damages or liabilities to which any of the  Indemnitess,  joint or several,  may
become subject under the Securities  Act or the  applicable  securities  laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof)  arise out of or are based  upon (x) any untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  registration
statement under which such Registrable Shares were registered or qualified under
the  Securities  Act, or any amendment or supplement  thereto,  any  preliminary
prospectus or final prospectus  contained therein, or any supplement thereto, or
any  document   prepared  and/or  furnished  to  the  Company  incident  to  the
registration  or  qualification  of any Registrable  Shares,  attributable to or
originating from the holders of the Registrable  Shares,  or (y) the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make the  statements  therein  not  misleading,  which  untrue
statement or alleged untrue  statement or omission or alleged  omission was made
therein in reliance upon and in conformity with written information furnished to
the Company by the holders of the Registrable Shares or for which the holders of
the Registrable Shares is or were otherwise responsible,  and in each case shall
reimburse the Indemnitees for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,  damage
or liability (or action in respect thereof).


6.       TAXES.

         The Company  shall not become  obligated  for or pay any taxes  imposed
upon the  Holders by reason of the  issuance  of this  warrant  or the  exercise
hereof or otherwise in  connection  with the shares of Common Stock to be issued
upon exercise of this warrant.  Notwithstanding  the foregoing,  the Company may
withhold  from any shares of Common  Stock to be issued  upon  exercise  of this
warrant  such  amounts  as may be  reasonably  required  to  satisfy  any backup
withholding  or other  withholding  obligation of the Company with regard to the
issuance of this warrant or the exercise  hereof or otherwise in connection with
the shares of Common Stock to be issued upon exercise of this warrant.


7.       NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.

         Nothing  contained in this warrant will be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a shareholder
of the Company or any other matters or any rights


                                       5


<PAGE>


whatsoever  as a  shareholder  of the Company.  No dividends or interest will be
payable or accrued in respect of this warrant or the interest represented hereby
or the shares  purchasable  hereunder  until,  and only to the extent that, this
warrant has been exercised.


8.       WARRANTS TRANSFERABLE.

         Subject to compliance with applicable Federal and state securities laws
and the restrictions  imposed by any other written  agreement between the Holder
and the Company,  this warrant and all rights  hereunder  are  transferable,  in
whole or in part, without charge to the Holder (except for transfer taxes), upon
surrender  of  this  warrant  properly  endorsed  and  in  compliance  with  the
provisions of this warrant.


9.       MODIFICATION AND WAIVER.

         This  warrant  and  any  provision  hereof  may  be  changed,   waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which enforcement of the same is sought.


10.      NOTICES.

         Any  notice  required  by the  provisions  of this  warrant  will be in
writing and will be deemed  effectively given: (a) upon personal delivery to the
party to be  notified;  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day; (c) five (5) days after having been sent by registered  or certified  mail,
return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally  recognized overnight courier,  specifying next day delivery,  with
written  verification of receipt. All notices will be addressed to the Holder at
the address of the Holder appearing on the books of the Company.


11.      LOST WARRANTS.

         Upon receipt of evidence reasonably  satisfactory to the Company of the
loss, theft, destruction,  or mutilation of this warrant, and upon receipt of an
indemnity,  surety,  undertaking  or  security  reasonably  satisfactory  to the
Company (and in the case of any such mutilation upon surrender and  cancellation
of the original  mutilated  warrant),  the Company  shall,  in  accordance  with
applicable  law, make and deliver a new warrant,  of like tenor,  in lieu of the
lost, stolen,  destroyed or mutilated  warrant.  The Company may, as a condition
precedent to making or  delivering a new  warrant,  reasonably  require that the
Holder make and deliver to the Company an  affidavit or  declaration  made under
penalty of perjury,  as to the loss, theft,  destruction,  or mutilation of this
warrant.


12.      FRACTIONAL SHARES.

         No  fractional  shares of Common Stock will be issued upon  exercise of
this warrant.  If the conversion  would result in the issuance of any fractional
share, the Company may, in lieu of issuing any fractional  share, pay cash equal
to the  product of such  fraction  multiplied  by the  closing  bid price of the
Company's Common Stock on the date of conversion.


                                       6


<PAGE>


13.      GOVERNING LAW; VENUE.

         This warrant will be construed and enforced in accordance with, and the
rights of the parties will be governed  by, the laws of the State of  California
without  regard to conflict of laws  principles.  Venue in any action arising by
reason of this warrant shall lie exclusively in Orange County, California.


14.      JURISDICTION

                  Each  party  hereby  irrevocably   submits  to  the  exclusive
jurisdiction  and venue of the Superior Court of Orange County,  California,  in
any action, suit or proceeding arising out of or relating to this warrant or any
of the transactions  contemplated  hereby, and agrees that any such action, suit
or proceeding shall be brought only in such court. Each party hereby irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such action, suit or proceeding
brought in such a court and any claim that any such action,  suit or  proceeding
brought in such a court has been brought in an inconvenient forum.


                                       7


<PAGE>


         This warrant is made effective as of this 19th day of March, 1999.


                                        ACCESSPOINT CORPORATION



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



                                        BELLADONNA


                                        By: /s/ JACK W. FLADER, JR.
                                        ----------------------------------------
                                        Jack W. Flader, Jr.,
                                        Authorized Signatory


                                       8


<PAGE>


                              EXHIBIT A TO WARRANT
                                SUBSCRIPTION FORM
                                       AND
                               NOTICE OF EXERCISE



Date: July 16, 2001

Accesspoint Corporation


Attn: President

Ladies and Gentlemen:

         The undersigned ("Holder") hereby elects to exercise the warrant issued
to it by Accesspoint  Corporation (the "Company") dated as of March 19, 1999 and
to purchase thereunder Two Hundred One Thouusand Two Hundred Sixty Two (201,262)
shares of the  Common  Stock of the  Company at a  purchase  price of  net-issue
exercise   ($0.34)   per   Share,   for   an   aggregate   purchase   price   of
_____________________ ($___________) (the "Purchase Price").

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 shall be presented with this Subscription Form and
Notice of Exercise.

         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 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,  issue a new warrant, if applicable,  and perform any necessary act
on behalf of Holder, with full power substitution.

                               Very truly yours,

                               By: /s/ JACK W. FLADER, JR.
                               -----------------------------------------
                               Jack W. Flader, Jr.
                               Authorized Signatory


                                       9