CERTIFICATE OF AMENDMENT OF
                          DETERMINATION OF PREFERENCES
                             OF PREFERRED SHARES OF
                            ACCESSPOINT CORPORATION,
                              a Nevada Corporation


         The undersigned, Tom M. Djokovich and James W. Bentley, certify that:

1.       They are the duly elected or duly acting Chief  Executive  Officer and
         President,  respectively, of Accesspoint Corporation, a Nevada corpora-
         tion ("Corporation").

2.       Pursuant  to  authority  given by the  Corporation's  Articles  of
         Incorporation,  the  Board of Directors of the Corporation has duly
         adopted the following recitals and resolutions:

         WHEREAS, the Articles of Incorporation of this Corporation provide for
         a class of shares known as Preferred Stock, issuable from time to time
         in one or more series;

         WHEREAS, the Board of Directors of this Corporation heretofore adopted
         a resolution which determined the designation of a class of Preferred
         Shares as Series A, fixed the number of shares constituting said class
         and determined the rights, preferences, privileges, and restrictions
         granted to or imposed upon the Preferred Shares, Series A;

         WHEREAS, at the time of adoption of the above resolution, and at the
         time of adoption of the instant resolution, one or more classes or
         series of outstanding shares, singly or in the aggregate, were and are
         entitled to full voting rights; the common shares of this Corporation
         were and are entitled to full voting rights;

         WHEREAS, at the time of adoption of the above resolution, and at the
         time of adoption of the instant resolution, one or more classes or
         series of outstanding shares, singly or in the aggregate, were and are
         entitled to unlimited dividend and liquidation rights;

         WHEREAS, the Board of Directors originally determined that the number
         of shares constituting the initial Preferred Shares, Series A, would be
         2,500,000 shares;

         WHEREAS, the Articles of Incorporation of the Corporation authorize the
         issuance of 5,000,000 Preferred Shares;

         WHEREAS, the Board of Directors now determined that the number of
         shares constituting the initial Preferred Shares, Series A, shall be
         5,000,000 shares; and

         WHEREAS, this Corporation has not issued any shares of Preferred Stock,
         Series A, or any other series, and the Board of Directors of this
         Corporation desires, pursuant to its authority, to amend the number of
         shares constituting the Preferred Stock, Series A, as set forth herein.

         NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby amends
         and


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         fixes the number of shares constituting the Preferred Stock, Series A,
         as follows:

         (a)      DESIGNATION.  The initial  series of  Preferred  Stock  shall
                  be  designated  "Preferred  Shares, Series A."

         (b)      NUMBER.  The number of shares  constituting  the Preferred
                  Shares,  Series A, shall be 5,000,000 shares.

         (c)      OTHER DESIGNATIONS REMAIN UNCHANGED. All other designations
                  pertaining to the Preferred Shares, Series A, including,
                  without limitation, designations pertaining to voting,
                  restrictions, dividends, conversion, redemption and
                  liquidation shall remain unchanged.

         RESOLVED FURTHER, that the Chairman of the Board, the President or any
         Vice President, and the Secretary, the chief financial officer, the
         Treasurer, or any Assistant Secretary or Assistant Treasurer of this
         Corporation are each authorized to execute, verify, and file a
         certificate of determination of preferences in accordance with
         California law.

3.       The authorized number of shares of Preferred Stock of the Corporation
         is 5,000,000, and the number of shares constituting Series A, none of
         which has been issued, is 5,000,000.

IN WITNESS WHEREOF, the undersigned have executed this certificate on May 25,
2000 .



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



                                          By: /s/ JAMES W. BENTLEY
                                          --------------------------------------
                                                  James W. Bentley,
                                                  President




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                                  VERIFICATION


State of California                 )
                                    ) ss.
County of Orange                    )


On May 25, 2000, before me, MaryAnn Bentley, personally appeared Tom M.
Djokovich and James W. Bentley, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.


By: /s/ MARYANN BENTLEY
---------------------------------------
        MaryAnn Bentley,
        Notary Public



















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