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 Corporation, a Nevada
corporation ("Company"), and Xxxx Xxxxxx, an individual ("Consultant").
Accesspoint Corporation and/or Consultant are sometimes herein referred to
individually as a "party" and collectively as the "parties."
This Amendment shall, and hereby does, amend that certain Engagement
Letter by and between the parties hereto dated November 13, 2000 ("Engagement
Letter") so that the term of the consulting and advisory services to be provided
by Consultant pursuant to Section 1(a) of the Engagement Letter shall be
extended three (3) months. Such consulting and advisory services shall terminate
on August 14, 2001. The terms of the services to be provided by Consultant
pursuant to Section 1(b) of the Engagement Agreement shall remain unchanged.
Section 2, entitled Term, of the Engagement Agreement shall be deemed amended
and revised accordingly.
This Amendment shall, and hereby does, amend that certain Engagement
Letter so that the compensation for financial consulting and advisory pursuant
to Section 3(a) of the Engagement Letter shall be in the form of fully paid,
unregistered and non-assessable shares of common stock, par value $.001 per
share (the "Shares"), of the Company equal to Thirty Thousand Dollars
($30,000.00) calculated at a per share price of one dollar and forty five cents
($1.45) each for a total issuance of twenty thousand six hundred and ninety
(20,690) Shares. Consultant acknowledges and understands that the Shares will be
subject to transfer and sale restrictions imposed pursuant to SEC Rule 144 of
the Rules promulgated under the Securities Act of 1933 ("Act") and the
regulations promulgated thereunder.
This Amendment shall, and hereby does, further amend that certain
Engagement Letter by and between the parties hereto dated November 13, 2000 so
that the amount applied towards the total compensation paid to Consultant for
services under Section 3(c) shall include a portion of the aggregate total
consulting compensation paid to Consultant in Section 3(a), in the amount of
$54,000.00 dollars.
The compensation set forth pursuant to Section 3(c) of the Engagement
Agreement shall remain unchanged. Section 3, entitled Compensation, of the
Engagement Agreement shall be deemed amended and revised accordingly.
IN WITNESS WHEREOF, this Amendment is made effective on the date first
set forth above. All provisions of this Amendment are hereby incorporated into
the Agreement. This Amendment is to be attached to the Agreement and become a
part of the Agreement. This Amendment and the Agreement shall be read together
as a single document. The provisions contained in this Amendment shall supplant
and replace any conflicting provisions in the Agreement. The provisions in this
Amendment shall control over any conflicting provisions in the Agreement. All
non-conflicting provisions contained in the Agreement shall survive this
Amendment and remain in full force and effect when read in conjunction with this
Amendment. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
COMPANY: Accesspoint Corporation, a Nevada
corporation
By: /s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx, CEO
CONSULTANT:
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, an individual
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