STOCK PURCHASE AGREEMENT

         This stock purchase  agreement  ("Agreement")  is made effective August
10,  2000  by  and  between  Accesspoint   Corporation,   a  Nevada  corporation
("Accesspoint") and the purchaser(s)  signatory hereto pursuant to the Signature
Page and Questionnaire ("Private Purchaser").  Accesspoint has received an offer
to purchase  certain shares of common voting stock  ("Shares") of Accesspoint by
Private  Purchaser,  and  Accesspoint  and Private  Purchaser agree as set forth
herein and represent to each other with regard thereto as follows:

1.  Accesspoint  is  a  duly  organized  Nevada  corporation.  The  Articles  of
Incorporation  of  Accesspoint  were  filed on June  16,  1997.  Accesspoint  is
authorized by its Articles of Incorporation to issue up to 25,000,000  shares of
common voting stock.

2. Neither Accesspoint nor any of its officers, directors,  employees, agents or
representatives  have made any  representation or statement of opinion regarding
the value of  Accesspoint  or the Shares,  Private  Purchaser is purchasing  the
Shares  purely on a speculative  basis and confirms  that Private  Purchaser has
been given no reason to believe that Private  Purchaser  will receive any return
on the purchase of Shares.

3. Private Purchaser has offered to purchase the number of Shares at a price per
share  set  forth on the  Signature  Page and  Questionnaire  which is  attached
hereto,  incorporated herein, and made a part hereof, for a total purchase price
as set forth on the Signature Page and  Questionnaire.  The purchase price shall
be payable in cash or cash equivalent  representing  immediately available funds
to the  satisfaction  of Accesspoint.  Private  Purchaser shall pay the purchase
price  prior  to the  issuance  of the  Shares.  The  Shares  may be  sold  from
authorized  but  unissued  shares  of  Accesspoint,   treasury  shares  held  by
Accesspoint, or shares held by a third party for the benefit of Accesspoint.

4. Private  Purchaser  understands that Private Purchaser must bear the economic
risk of the investment for an indefinite  period of time because the Shares will
be restricted and no public market will exist for the Shares.  Private Purchaser
understands the speculative nature of investment in Accesspoint and that Private
Purchaser could lose Private Purchaser's entire purchase price payment.

5. Private Purchaser  represents that it has been called to Private  Purchaser's
attention that Private Purchaser's proposed investment in Accesspoint involves a
high  degree of risk  which may  result in the loss of the total  amount of that
investment.

6. Private Purchaser acknowledges that Accesspoint has made available to Private
Purchaser or Private Purchaser's personal advisors the opportunity to obtain any
and all information required to evaluate the merits and risks of purchase of the
shares,  The Accesspoint has, prior to the sale of the Shares,  accorded Private
Purchaser and Private Purchaser's representative, if any, the opportunity to ask
questions  and  receive  answers  concerning  the  terms and  conditions  of the
proposed purchase and to obtain any additional information necessary to evaluate
the merits and risks of the purchase.

7. Private Purchaser and (if applicable) Private  Purchaser's  personal advisors
and  representatives  have had an  opportunity  to ask  questions of and receive
satisfactory  answers  from  Accesspoint,  or any  person or  persons  acting on
Accesspoint's behalf, concerning the terms and conditions of Private Purchaser's
proposed investment in Accesspoint, and all such questions have been answered to
the complete satisfaction of Private Purchaser.

8.  Private Purchaser  acknowledges that a subsidiary of Accesspoint, Processing
Source International,  Inc. ("PSI"), and certain officers of PSI, are subject to
a  stipulated   judgment  and  permanent   injunction  in  an  action  captioned
CARDSERVICE  INTERNATIONAL,  INC. V. MICHAEL ERMI, ALBERT URCUYO, AND PROCESSING
SOURCE  INTERNATIONAL,  ET al., filed as case number BC205489 in Superior Court,
Los Angeles County, California.

9. Private Purchaser  represents that all of the information provided by Private
Purchaser  or  Private  Purchaser's  representatives  to  Accesspoint  is  true,
correct,  accurate  and current  and that  Private  Purchaser  is not subject to
backup withholding.  Private Purchaser  specifically  represents that all of the
information  provided on the Signature Page and Questionnaire is true,  correct,
accurate and current.

                                      -1-

<PAGE>


10. The personal,  business and financial information of Private Purchaser which
may have been provided to Accesspoint,  if any, and in any form, is complete and
accurate,  and  presents  a true  statement  of  Private  Purchaser's  financial
condition.

11. Private  Purchaser has adequate  means of providing for Private  Purchaser's
current needs and possible personal contingencies,  and Private Purchaser has no
need in the  foreseeable  future to sell the Shares for which Private  Purchaser
hereby  subscribes.  Private  Purchaser  is able to bear the  economic  risks of
Private Purchaser's purchase of Shares and,  consequently,  without limiting the
generality  of  the  foregoing,  Private  Purchaser  is  able  to  hold  Private
Purchaser's Shares for an indefinite period of time, and Private Purchaser has a
sufficient net worth to sustain a loss of Private  Purchaser's entire investment
in Accesspoint in the event such loss should occur.

12. If Private Purchaser is an individual, Private Purchaser is 18 years of age
or older.

13. Private   Purchaser   understands  that  the  Shares  will  not  be  trans-
ferable   except  under  limited circumstances.

14.  Private  Purchaser  is  acquiring  the Shares for Private  Purchaser's  own
account for investment with no present intention of dividing Private Purchaser's
interest  with  others or of  reselling  or  otherwise  disposing  of all or any
portion of the same. Private Purchaser shall not engage in a distribution of the
Shares.

15.  Private  Purchaser  has such  knowledge  and  experience  in financial  and
business matters that Private  Purchaser is capable of evaluating the merits and
risks of an investment in Accesspoint  or(if  applicable)  Private Purchaser and
Private Purchaser's Representative, together, have such knowledge and experience
in financial and business matters that Private Purchaser and Private Purchaser's
Private Purchaser  Representative are capable of evaluating the merits and risks
of the Prospective investment in Accesspoint.

16.  The Shares  will be  acquired  for  Private  Purchaser's  own  account  for
investment  in a manner  which  would not require  registration  pursuant to the
provisions of the Act, as amended,  and Private  Purchaser does not now have any
reason to anticipate any change in Private  Purchaser's  circumstances  or other
particular  occasion or event which would  cause  Private  Purchaser  to sell or
otherwise dispose of the Shares.

17. Private Purchaser  understands that the Commissioner of Corporations for the
State of  California  or any other  state  ("Commissioner")  has not or will not
recommend or endorse a purchase of the Shares.

18. Private  Purchaser hereby  represents and warrants that Private  Purchaser's
total purchase of Shares shall not exceed 10% of Private  Purchaser's  net worth
(exclusive  of principal  residence,  mortgage  thereon,  home  furnishings  and
automobiles).

19. Private Purchaser:  (i) has a pre-existing personal or business relationship
with Accesspoint,  its officers, directors or its Affiliates or representatives,
AND (ii) meets those certain standards involving Private Purchaser's minimum net
worth and  annual  income  as  established  by the  California  Commissioner  of
Corporations  relating  to Private  Purchaser's  income and net worth,  or is an
Accredited Investor as defined in rule 501 (a) of Regulation D as promulgated by
the Securities and Exchange  Commission.  The foregoing  income and net worth is
considered to be indicative of Private  Purchaser's  ability to be sophisticated
regarding the proposed purchase of shares.

20.      Private  Purchaser is not a member of the NASD or other self-regulatory
agency which would require prior approval of a purchase of the shares.

21.  Private  Purchaser  acknowledges  that Private  Purchaser  understands  the
meaning and legal consequences of the representations, warranties, and covenants
set forth  herein,  and that  Accesspoint  has  relied on such  representations,
warranties and covenants.

22.  Private  Purchaser  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. Private Purchaser shall comply with Rule 144
and with all policies and

                                      -2-


<PAGE>

procedures  established by Accesspoint with regard to Rule 144 matters.  Private
Purchaser  acknowledged  that Accesspoint or its attorneys or transfer agent may
require a restrictive legend on the certificate or certificates representing the
Shares  pursuant to the  restrictions  on transfer of the Shares imposed by Rule
144.

23. Notwithstanding  anything in this Agreement to the contrary, the undersigned
Acknowledges  that:  (i) the Shares are subject to  restrictions  on transfer or
sale  imposed  pursuant to Rule 144;  (ii) the Shares are being  purchased  in a
private transaction which is not part of a distribution of the Shares; (iii) the
undersigned  intends to hold the Shares for the account of the  undersigned  and
does not intend to sell the shares as a part of a distribution or otherwise; and
(iv) neither the  undersigned nor the seller of the Shares is an underwriter for
purposes of Rule 144. A legend  regarding  Rule 144  restrictions  may be placed
upon the certificate evidencing ownership of the Shares.

24. Private  Purchaser  acknowledges  that Private Purchaser is aware that there
are substantial  restrictions on the transferability of the Shares.  Because the
Shares will not, and Private  Purchaser has no right to require that the Shares,
be  registered  pursuant  to the  provisions  of the Act or  otherwise,  Private
Purchaser agrees not to sell, transfer, assign, pledge, hypothecate or otherwise
dispose of any Shares unless such sale is exempt from such registration pursuant
to the  provisions  of the Act.  Private  Purchaser  further  acknowledges  that
Accesspoint  has no  obligation  to assist  Private  Purchaser in obtaining  any
exemption from any registration  requirements Imposed by applicable law. Private
Purchaser also  acknowledges  that Private  Purchaser  shall be responsible  for
compliance with all conditions on transfer  imposed by the  Commissioner for any
expenses incurred by Accesspoint for legal and accounting services in connection
with  reviewing  such a proposed  transfer  and issuing  opinions in  connection
therewith.

25. Private Purchaser understands and agrees that the following restrictions and
limitations  are  applicable  to  Private  Purchaser's  purchase  and any  sale,
transfer,  assignment,  pledge,  hypothecation  or other  disposition  of Shares
pursuant  to  Section  4(2) of the Act and  Regulation  D  promulgated  pursuant
thereto:

         25.1.   Private  Purchaser  agrees  that   notwithstanding   any  other
restrictions  placed on the sale or  transfer  of the  Shares  pursuant  to this
Agreement,  Rule 144,  or  otherwise,  the  Shares  shall not be sold,  pledged,
hypothecated or otherwise disposed of unless the Shares are registered  pursuant
to the Act and applicable state securities laws or are exempt therefrom; and

         25.2.    A legend  in  substantially  the following  form may be placed
on any  certificate(s)  or other documents evidencing the Shares:

         THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT OR DOCUMENT HAVE BEEN
         ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN  REGISTERED  PURSUANT TO
         THE PROVISIONS OF THE SECURITIES  ACT OF 1933 AS AMENDED  ("ACT"),  AND
         HAVE BEEN  OFFEREDAND  SOLD IN RELIANCE UPON THE EXEMPTION SET FORTH IN
         SECTIONS  4(1) OR 4(2) OF THE ACT AND  UPON  RULE 504 OF  REGULATION  D
         PROMULGATED   PURSUANT  THERETO.   WITHOUT  SUCH   REGISTRATION,   SUCH
         SECURITIES   MAY  NOT  BE   SOLD,   TRANSFERRED,   ASSIGNED,   PLEDGED,
         HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF,  EXCEPT  UPON  DELIVERY  TO
         ACCESSPOINT OF AN OPINION OF COUNSEL  SATISFACTORY TO ACCESSPOINT  THAT
         REGISTRATION  IS NOT REQUIRED FOR SUCH  TRANSFER OR THE  SUBMISSION  TO
         ACCESSPOINT  OF  SUCH  OTHER  EVIDENCE  AS  MAY  BE   SATISFACTORY   TO
         ACCESSPOINT  TO THE  EFFECT  THAT ANY  SUCH  TRANSFER  SHALL  NOT BE IN
         VIOLATION OF THE ACT,  APPLICABLE  STATE SECURITIES LAWS OR ANY RULE OR
         REGULATION PROMULGATED THEREUNDER.

26. Private Purchaser may not cancel,  terminate,  or revoke this Agreement,  or
any agreement of Private  Purchaser made  hereunder,  and this  Agreement  shall
survive the death, dissolution,  or disability of Private Purchaser and shall be
binding upon the heirs,  executors,  administrators,  successors  and assigns of
Private Purchaser.

27. This Agreement  constitutes  the entire  agreement  among the parties hereto
with respect to the subject  matter  hereof and may be amended only by a writing
executed by all parties hereto.

                                      -3-

<PAGE>


28. This Agreement shall be enforced,  governed and construed in all respects in
accordance with the laws of the State of California without giving effect to the
conflicts of laws  provisions.  Private  Purchaser  hereby agrees that any suit,
action or  proceeding  with respect to this  Agreement,  any  amendments  or any
replacements  hereof,  and any transactions  relating hereto shall be brought in
the state  courts of, or the  federal  courts in, the State of  California,  and
Private Purchaser hereby irrevocably consents and submits to the jurisdiction of
such courts for the purpose of any such suit, action or proceeding,  and Private
Purchaser  agrees  that  service of process on Private  Purchaser  in such suit,
action or  proceeding  may be made In accordance  with the notice  provisions of
this  Agreement,  In any such  action,  venue  shall lie  exclusively  in Orange
County,  California.  Private Purchaser hereby waives,  and agrees not to assert
against  Accesspoint,  or any successor assignee thereof, by way of motion, as a
defense or otherwise, in any such suit, action or proceeding, (i) any claim that
Private  Purchaser  is  not  personally  subject  to  the  jurisdiction  of  the
above-named courts or that property is exempt or immune from set-off,  execution
or attachment either prior to judgment or in execution thereof,  and (ii) to the
extent  permitted  by  applicable  law,  any  claim  that such  suit,  action or
proceeding is brought in an inconvenient forum or that the venue of suit, action
or  proceeding  is  improper or that this  Agreement  or any  amendments  or any
replacements hereof may not be enforced in, or by such courts.

         THE SHARES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES,  AND ARE
BEING  OFFERED  AND SOLD IN  RELIANCE  ON AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE ACT AND SUCH LAWS.  THE SHARES  HAVE NOT BEEN  APPROVED  OR
DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY.

         PRIVATE  PURCHASERS  MAY BE  REQUIRED  TO HOLD THE SHARES  INDEFINITELY
UNLESS SUCH SHARES ARE  SUBSEQUENTLY  REGISTERED UNDER THE SECURITIES ACTOF 1933
("ACT") OR AN EXEMPTION FROM SUCH  REGISTRATION  IS AVAILABLE.  NO SHARES MAY BE
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS ACCESSPOINT AND ITS LEGAL COUNSEL
HAVE RECEIVED EVIDENCE  SATISFACTORY TO BOTH THAT SUCH TRANSFER DOES NOT INVOLVE
A TRANSACTION  REQUIRING  QUALIFICATION  OR REGISTRATION  UNDER STATE OR FEDERAL
SECURITIES LAWS AND IS IN COMPLIANCE WITH SUCH LAWS.

         IN WITNESS  WHEREOF,  Private  Purchaser  has  provided  the  foregoing
warranties  and  undertaken  the  foregoing  obligations  and the  parties  have
executed this Agreement effective as of the date first set forth above.



                                   ACCESSPOINT

                                   Accesspoint Corporation, a Nevada corporation


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

                                   PRIVATE PURCHASER

                                   By:      /s/ RANDALL SWORD
                                            ------------------------------------
                                            Randall Sword


                                      -4-



<PAGE>


           SIGNATURE PAGE AND QUESTIONAIRE TO STOCK PURCHASE AGREEMENT
               DATED AUGUST 10, 2000, AMONG ACCESSPOINT CORPORTION
                        AND THE SUBSCRIBER(S) NAMED BELOW


         If  applicable,  the  undersigned  further  represents  and warrants as
indicated below by the undersigned's initials:

I.       ACCREDITED INVESTOR STATUS

         A.       INDIVIDUAL INVESTORS:  (Initial one or more of the following
                  three statements)

                  1.       ____  I  certify  that  I am an  accredited  investor
                           because I have had  individual  income  (exclusive of
                           any  income   earned  by  my  spouse)  of  more  than
                           US$200,000 in each of the most recent two years and I
                           reasonably  expect  to have an  individual  income in
                           excess of US$200,000 for the current year.

                  2.       ____  I  certify  that  I am an  accredited  investor
                           because  I have had  joint  income  with my spouse in
                           excess of  US$300,000  in each of the two most recent
                           years and I  reasonably  expect to have joint  income
                           with my spouse in excess of $300,000  for the current
                           year.

                  3.       ____  I  certify  that  I am an  accredited  investor
                           because I have an individual net worth,  or my spouse
                           and  I  have  a  joint  net   worth,   in  excess  of
                           US$1,000,000.

         B.       PARTNERSHIPS, CORPORATIONS, TRUSTS OR OTHER ENTITIES:
                  (Initial one of the following statements)

                  1.       The undersigned hereby certifies that it is an accre-
                           dited investor because it is:

________          a.       an employee benefit plan whose total assets exceed
                           US$5,000,000;

________          b.       an employee benefit plan whose  investment  decisions
                           are made by a plan fiduciary  which is either a bank,
                           savings and loan association or an insurance  company
                           (as defined in Section 3(a) of the Securities Act) or
                           an  investment  adviser  registered as such under the
                           Investment Advisers Acts of 1940;

________          c.       a  self-directed  employee  benefit plan,  including
                           an Individual  Retirement  Account,  with  investment
                           decisions  made solely by persons that are accredited
                           investors;

________          d.       an  organization  described in Section  501(c)(3) of
                           the Internal  Revenue  Code of 1986,  as amended (the
                           "IRC"),  not  formed  for  the  specific  purpose  of
                           acquiring  the Shares with total  assets in excess of
                           US$5,000,000;

________          e.       any  corporation,  partnership or  Massachusetts  or
                           similar  business trust,  not formed for the specific
                           purpose of acquiring the Shares, with total assets in
                           excess of US$5,000,000; or

________          f.       a trust with total assets in excess of  US$5,000,000,
                           not formed for the specific  purpose of acquiring the
                           Shares,  whose  purchase  is directed by a person who
                           has such  knowledge  and  experience in financial and
                           business matters that he is capable of evaluating the
                           merits and risks of an investment in the Shares.

________                   2. The  undersigned  hereby  certifies  that it is an
                           accredited  investor because it is an entity in which
                           each of the equity owners  qualifies as an accredited
                           investor  under items  A(1),  (2) or (3) or item B(1)
                           above.

                                      -5-

<PAGE>


                  4.  INDEMNIFICATION.  The undersigned  agrees,  to the fullest
extent  permitted  pursuant  to law, to  indemnify,  defend,  and hold  harmless
Accesspoint  Corporation and its agents,  representatives and employees from and
against all liability,  damage,  loss,  cost and expense  (including  reasonable
attorneys'  fees)  which  they  may  incur  by  reason  of  the  failure  of the
undersigned  to fulfill  any of the terms or  conditions  of the Stock  Purchase
Agreement  or  this  Signatory  Page  and  Questionnaire,  or by  reason  of any
inaccuracy or omission in the information furnished by the undersigned herein or
any breach of the  representations and warranties made by the undersigned herein
or in  connection  with  the  Memorandum,  or in any  document  provided  by the
undersigned, directly or indirectly, to Accesspoint Corporation.

                  5. RULE 144. Notwithstanding anything in this Agreement to the
contrary,  the  undersigned  Acknowledges  that:  (i) the Shares are  subject to
restrictions on transfer or sale imposed pursuant to Rule 144 promulgated  under
the  Securities  Act of 1933;  (ii) the Shares are being  purchased in a private
transaction  which  is not  part of a  distribution  of the  Shares;  (iii)  the
undersigned  intends to hold the Shares for the account of the  undersigned  and
does not intend to sell the shares as a part of a distribution or otherwise; and
(iv) neither the  undersigned or the seller of the Shares is an underwriter  for
purposes of Rule 144. A legend  regarding  Rule 144  restrictions  may be placed
upon the certificate evidencing ownership of the Shares.

                  6.  STOCK   PURCHASE   AGREEMENT.   This  Signatory  Page  and
Questionnaire is a part of that certain Stock Purchase  Agreement by and between
the   undersigned  and   Accesspoint   Corporation.   This  Signatory  Page  and
Questionnaire  is incorporated  by reference into the Stock Purchase  Agreement,
and the  Stock  Purchase  Agreement  is  incorporated  by  reference  into  this
Signatory Page and Questionnaire.

                  IN WITNESS WHEREOF,  the Investor has executed this Securities
Purchase Agreement this 10th day of August 2000.



 8,000                               $2.00                        $20,000.00
___________________     X     ___________________     =     ____________________
 Number of Shares             Purchase Price                Total Purchase Price
 Being Purchased              Per Share



                  If the  Investor is an  INDIVIDUAL,  and if purchased as JOINT
TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

Randall Sword
-----------------------------------          -----------------------------------
Print Name(s)

/s/ Randall Sword
-----------------------------------          -----------------------------------
Signature(s) of Purchaser(s)

August 10, 2000
-----------------------------------
Date


                                      -6-