FIRST AMENDMENT TO ENGAGEMENT LETTER
THIS FIRST AMENDMENT TO MEDIA RELATIONS SERVICE AGREEMENT
("Amendment") is made effective as of the 2nd day of April, 2001 by and between
Accesspoint Corporation, a Nevada corporation ("Company"), and Alliance
Consulting Group, Inc., a Costa Rican corporation, (hereinafter referred to as
"Alliance" or the "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
Media Relations Service Agreement by and between the parties hereto dated
January 1, 2001 ("Agreement") so that the term of the media relations and
advisory services to be provided by Consultant pursuant to Section 4.1 of the
Agreement shall be extended six (6) months. Such consulting and advisory
services shall terminate on October 1, 2001.
This Amendment shall, and hereby does, amend that certain Agreement so that the
compensation for media relation services pursuant to Section 5.2 of the
Agreement shall be as follows:
Compensation Schedule
SHARE COMPENSATION SCHEDULE TOTAL APPROXIMATE COMPENSATION CASH VALUE
April 2, 2001 16,666 shares $ 29,165.50
May 2, 2001 16,666 shares $ 29,165.50
June 2, 2001 16,666 shares $ 29,165.50
July 2, 2001 16,666 shares $ 29,165.50
August 2, 2001 16,666 shares $ 29,165.50
September 2, 2001 16,670 shares $ 29,172.50
This Amendment shall, and hereby does, further amend that
certain Agreement for additional compensation for media relation services
pursuant to Section 5.6 of the Agreement so that the Company shall grant to
Alliance the Option to Purchase 30,000 additional shares of the Company's common
stock (otcbb: ASAP) for the sum of $1.75 per share (one dollar and seventy five
cents) for a period of 1 year from the date of execution of the Agreement. Such
options shall vest, subject to the terms and conditions of the Agreement, on a
prorata basis over a six month period from the date of execution of this
Amendment.
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
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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: Alliance Consulting Group, Inc.
By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, Director
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