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 (949)  852-8527  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/ TOM M. DJOKOVICH
                                       --------------------------------------
                                       Tom M. Djokovich,
                                       Chief Executive Officer


                              PURCHASER
                              Citizen Asia Pacific Limited

                              By:      /s/ MICHAEL H. HORNE
                                       --------------------------------------
                                       Michael H. Horne,
                                       Authorized Signatory