AMENDMENT TO REGULATION S STOCK PURCHASE AGREEMENT
THIS AMENDMENT, effective November 1st, 2000, ("this Amendment"), is
entered into by and between Accesspoint Corporation, a Nevada Corporation
("Company"), and Citizen Asia Pacific Limited, a Hong Kong company (the
"Purchaser").
R E C I T A L S
WHEREAS, the Company and Purchaser desire to amend the Regulation S
Stock Purchase Agreement dated November 1st, 2000 ("the Agreement") by and
between the Company and the Purchaser to modify the purchase terms and further
define the Agreement; and
WHEREAS, the undersigned parties desire to formalize such amendment;
NOW, THEREFORE, in consideration of the promises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Amendment agree as follows:
The Agreement is hereby amended to include the following additional
provisions which read as follows:
PURCHASE, SALE AND TERMS OF SHARES
1.1. THE SHARES. The Company agrees to issue and sell to the Purchaser
and, in consideration of and in express reliance upon the representations,
warranties, covenants, terms and conditions of this Agreement, the Purchaser
agrees to purchase from the Company up to 1,600,000 shares (the "Shares") of the
Company's Common Stock at a per share purchase price which shall be 40% of, (a)
the closing, or, (b) last trade, price as defined below (the "Purchase Price")
of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the
"OTCBB") (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 purchase, they are
not trading on the OTCBB)on the date (the "Call Date") the purchase order (the
"Purchase Notice") is received by Accesspoint as further described herein.
(a) CLOSING PURCHASE PRICE. Subject to the terms and
conditions set forth herein, a Purchase Notice received by Accesspoint after 11
a.m. but prior to 6:00 a.m. PST (Los Angeles time) of the next day shall share
the same Call Date as if the Purchase Notice was received at 11:00 a.m. PST of
the first date. The Purchase Price for such Purchase Notice shall be 40% of the
closing price of the Call Date.
(b) LAST TRADE PURCHASE PRICE. Subject to the terms and
conditions set forth herein, a Purchase Notice received by Accesspoint after
6:00 a.m. but prior to 11:00 a.m. PST (Los Angeles time) shall have a Call Date
of the date in which it was received. The Purchase Price for such Purchase
Notice shall be 40% of the last trade price as quoted at 10:00 a.m. PST so long
as the last trade price is not more then 10% less then the closing price of that
same day. In the event of such occurrence the Purchase Price shall be 40% of the
closing price of that day.
(c) All Purchase Notices must be received by Accesspoint in
the form of signed instructions prior to June 30, 2001 as outlined in Section
1.3 below. For the purpose of delivery the Purchaser may deliver a Purchase
Notice to Accesspoint via facsimile at (000) 000-0000 subject to the above
conditions. For the purpose of determining the Purchase Price the parties shall
use the closing and last trade price as quoted on the Yahoo Financial web site.
(d) The Purchaser understands and agrees that the Company,
subject to receipt of the Purchase Price by Accesspoint in immediately available
funds to the satisfaction of Accesspoint within eight (8) business days from the
Call Date, may in its sole discretion reserve the right to accept or reject each
Purchase Notice and this subscription for the Shares, in whole or in part or any
applicable portion thereof.
(c) The Purchaser hereby acknowledges that Accesspoint may, in
its sole discretion, provide Purchaser with notice to terminate this Agreement
upon written two (2) day notice to Purchaser. Such notice may be delivered to
Purchaser via facsimile. Thereafter Accesspoint shall not be under any burden to
accept any Purchase Notice.
(d) The Purchaser hereby agrees to issue an amount of Twenty
($20.00) dollars (U.S.) for each certificate in excess of one (1) for each
Purchase Notice which may contain more then one certificate order. This amount
will be added to the principal sum of each Purchase Price amount.
IN WITNESS WHEREOF, this Amendment is 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,
Chief Executive Officer
PURCHASER
Citizen Asia Pacific Limited
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx,
Authorized Signatory
