EXHIBIT 10.4 THE INTEREST IN THE SECURITIES (AND THE SECURITIES) CONTEMPLATED IN THIS AGREEMENT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE...Pledge Agreement • January 18th, 2002 • Accesspoint Corp /Nv/ • Blank checks • California
AGREEMENTManagement Agreement • January 18th, 2002 • Accesspoint Corp /Nv/ • Blank checks • California
STOCK PURCHASE AGREEMENT This stock purchase agreement ("Agreement") is made effective March 30, 2001 by and between Accesspoint Corporation, a Nevada corporation ("Accesspoint") and the purchaser(s) signatory hereto pursuant to the Signature Page and...Stock Purchase Agreement • August 14th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 16, 2000, by and between Accesspoint Corporation, a Nevada corporation (the "Company"), and RoyCap Inc., a Canadian corporation (the "Purchaser")....Securities Purchase Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
SECURITY AGREEMENT Securing a $450,000 - One Year Convertible Note THIS SECURITY AGREEMENT ("Agreement") is made effective as of the 16th day of October, 2000, by and between Accesspoint Corporation, a Nevada corporation ("Accesspoint"), Processing...Security Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks
EXHIBIT 10.1 SHARE PURCHAE AGREEMENT SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement") is dated as of April 7, 2000 by and among James Toot, an individual, Jeff Ploen, an individual, and Lawrence Deitler, an individual (individually...Share Purchase Agreement • April 13th, 2000 • J S J Capital Iii Inc • California
FORStock Purchase Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
EXHIBIT 1.8 THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION...Stock Option Agreement • August 21st, 2000 • Accesspoint Corp /Nv/ • Blank checks
NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND NEITHER MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED...Accesspoint Corp /Nv/ • April 16th, 2001 • Blank checks • California
EXHIBIT 10.2 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...Stock Option Agreement • January 18th, 2002 • Accesspoint Corp /Nv/ • Blank checks • California
BY AND BETWEENEmployment Agreement • May 23rd, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
BETWEENAgreement and Plan of Merger • April 17th, 2000 • Accesspoint Corp /Nv/ • Blank checks • New York
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF BSG AND SHAREHOLDERSPlan and Agreement • August 21st, 2000 • Accesspoint Corp /Nv/ • Blank checks • California
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT...Stock Option Agreement • August 14th, 2001 • Accesspoint Corp /Nv/ • Blank checks
EXHIBIT 10.3 FIRST AMENDMENT TO STOCK OPTION AGREEMENT THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT ("Amendment") is made effective as of the 19th day of December by and between [NAME], an individual ("Optionor"), and NET INTEGRATED SYSTEMS LTD., a...Stock Option Agreement • January 18th, 2002 • Accesspoint Corp /Nv/ • Blank checks
THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT ("Amendment") is made effective as of the 19th day of December by and between [NAME], an individual ("Optionor"), and NET INTEGRATED SYSTEMS LTD., a Bermuda corporation ("Optionee"). Optionor and/or Optionee are sometimes herein referred to individually as a "party" and collectively as the "parties."
THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT...Stock Option Agreement • August 14th, 2001 • Accesspoint Corp /Nv/ • Blank checks
EXHIBIT 10.7 SECURED LOAN AGREEMENT THIS SECURED LOAN AGREEMENT ("Agreement") is made effective as of the 14th day of December, 2001, by and between ACCESSPOINT CORPORATION, a Nevada corporation ("APC"), and PROCESSING SOURCE INTERNATIONAL. INC, a...Secured Loan Agreement • January 18th, 2002 • Accesspoint Corp /Nv/ • Blank checks • California
THE SHARES SUBJECT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR...Registration Rights Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks
EXHIBIT 1.2 THE SHARES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS...Stock Purchase Agreement • August 21st, 2000 • Accesspoint Corp /Nv/ • Blank checks • California
THE SECURITY REPRESENTED BY THIS CERTIFICATE OR OTHERWISE CONTEMPLATED IN THIS AGREEMENT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED...Stock Bonus Agreement • November 14th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
REGULATION S STOCK PURCHASE AGREEMENT Dated September 15, 2000Regulation S Stock Purchase Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
STOCK PURCHASE AGREEMENT This stock purchase agreement ("Agreement") is made effective September 26, 2000 by and between Accesspoint Corporation, a Nevada corporation ("Accesspoint") and the purchaser(s) signatory hereto pursuant to the Signature Page...Stock Purchase Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
RECITALS --------Lease Assignment and Assumption Agreement • June 2nd, 2003 • Accesspoint Corp /Nv/ • Services-business services, nec
STOCK PURCHASE AGREEMENT This stock purchase agreement ("Agreement") is made effective January 9, 2001 by and between Accesspoint Corporation, a Nevada corporation ("Accesspoint") and the purchaser(s) signatory hereto pursuant to the Signature Page...Stock Purchase Agreement • May 23rd, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
SECOND AMENDMENT TO ENGAGEMENT LETTER THIS SECOND AMENDMENT TO ENGAGEMENT AGREEMENT ("Amendment") is entered into and made effected this 30th day of May 2001 pertaining to an engagement which commenced May 14th, 2001 by and between Accesspoint...Engagement Letter • August 14th, 2001 • Accesspoint Corp /Nv/ • Blank checks
THIS SECOND AMENDMENT TO ENGAGEMENT AGREEMENT ("Amendment") is entered into and made effected this 30th day of May 2001 pertaining to an engagement which commenced May 14th, 2001 by and between Accesspoint Corporation, a Nevada corporation ("Company"), and John Dupont, an individual ("Consultant"). Accesspoint Corporation and/or Consultant are sometimes herein referred to individually as a "party" and collectively as the "parties."
Exhibit 27.0 SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the ~ is made as of this 26' day June, 2002 between James M Bentley, James W. Bentley, as an individual and as Co--Trustee of The Bentley Family Trust...Settlement Agreement and Mutual Release • April 16th, 2003 • Accesspoint Corp /Nv/ • Blank checks • California
EXHIBIT 10.9 RIGHTS AND BENEFITS ASSIGNMENT AGREEMENT THIS RIGHTS AND BENEFITS ASSIGNMENT AGREEMENT ("Agreement"), is made effective as of December 14, 2001, between NET INTEGRATED SYSTEMS LTD., a Bermuda corporation ("Assignor"), VANESSA CAPITAL INC,...Rights and Benefits Assignment Agreement • January 18th, 2002 • Accesspoint Corp /Nv/ • Blank checks
R E C I T A L SSecured Loan Agreement • June 2nd, 2003 • Accesspoint Corp /Nv/ • Services-business services, nec • California
REVOLVING LINE OF CREDIT SECURED PROMISSORY NOTE Pursuant to Secured Loan Agreement October 15, 2002 For value received, the undersigned, ACCESSPOINT CORPORATION, a Nevada corporation ("APC"), and PROCESSING SOURCE INTERNATIONAL, INC., a California...Accesspoint Corp /Nv/ • June 2nd, 2003 • Services-business services, nec
This Note shall represent a revolving credit facility against which Maker may, subject to the terms, conditions and provisions herein set forth and set forth in that certain Secured Loan Agreement of even date herewith by and among Maker, as Borrower, and Holder, as Lender (the "Secured Loan Agreement"), from time to time, make credit extension advances not to exceed the cumulative total principal sum of One Hundred Thousand Dollars ($100,000.00) in lawful money of the United States of America at any given time, repay all or part of the same and make additional credit extension advances and draw additional credits not to exceed the face amount hereof at any given time, and thereafter repay the principal and interest outstanding hereunder on the twelfth day of each month up to and including October 12, 2003, at which time the full amount of principal and interest shall be due; provided, however, that, at Holder's option, payment of principal and accrued unpaid interest shall be immediat
STOCK PURCHASE AGREEMENT This stock purchase agreement ("Agreement") is made effective February 15, 2001 by and between Accesspoint Corporation, a Nevada corporation ("Accesspoint") and the purchaser(s) signatory hereto pursuant to the Signature Page...Stock Purchase Agreement • May 23rd, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
RECITALMerchant Portfolio Purchase Agreement • August 2nd, 2002 • Accesspoint Corp /Nv/ • Blank checks • California
Exhibit 23.0 REVOLVING LINE OF CREDIT SECURED PROMISSORY NOTE Pursuant to Secured Loan Agreement October 15, 2002 For value received, the undersigned, ACCESSPOINT CORPORATION, a Nevada corporation ("APC"), and PROCESSING SOURCE INTERNATIONAL, INC., a...Accesspoint Corp /Nv/ • April 16th, 2003 • Blank checks
This Note shall represent a revolving credit facility against which Maker may, subject to the terms, conditions and provisions herein set forth and set forth in that certain Secured Loan Agreement of even date herewith by and among Maker, as Borrower, and Holder, as Lender (the "Secured Loan Agreement"), from time to time, make credit extension advances not to exceed the cumulative total principal sum of One Hundred Thousand Dollars ($100,000.00) in lawful money of the United States of America at any given time, repay all or part of the same and make additional credit extension advances and draw additional credits not to exceed the face amount hereof at any given time, and thereafter repay the principal and interest outstanding hereunder on the twelfth day of each month up to and including October 12, 2003, at which time the full amount of principal and interest shall be due; provided, however, that, at Holder's option, payment of principal and accrued unpaid interest shall be immediat
STOCK PURCHASE AGREEMENT This stock purchase agreement ("Agreement") is made effective August 10, 2000 by and between Accesspoint Corporation, a Nevada corporation ("Accesspoint") and the purchaser(s) signatory hereto pursuant to the Signature Page...Stock Purchase Agreement • April 16th, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
Exhibit 24 SECURED LOAN AGREEMENT THIS SECURED LOAN AGREEMENT ("Agreement") is made effective as of the 15th day of October, 2001, by and between ACCESSPOINT CORPORATION, a Nevada corporation ("APC"), and PROCESSING SOURCE INTERNATIONAL. INC, a...Secured Loan Agreement • April 16th, 2003 • Accesspoint Corp /Nv/ • Blank checks • California
MEDIA RELATIONS SERVICE AGREEMENT THIS AGREEMENT (the Agreement) is made effective as of January 1, 2001, by and between Alliance Consulting Group, Inc., a Costa Rican corporation, (hereinafter referred to as "Alliance" or the "Consultant") with an...Media Relations Service Agreement • May 23rd, 2001 • Accesspoint Corp /Nv/ • Blank checks • California
