NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.



                            STOCK PURCHASE AGREEMENT


         This stock  purchase  agreement  ("Agreement")  is made effective as of
October 21, 2000, between ACCESSPOINT  CORPORATION,  a Nevada corporation having
offices  at  38  Executive   Park  Drive,   Suite  350,   Irvine,   CA  92614  (
"Accesspoint"),  and Verve Ventures Inc., a Nevada corporation having offices at
124 32nd Street, Manhattan Beach, California, 90266 (the "Purchaser").


         1. Purchaser  agrees to purchase from  Accesspoint up to 200,000 shares
(the "Shares") of Accesspoint's Common Stock at a per share purchase price which
shall be calculated based upon the following formulas:

a)                    The  purchase  price during the first thirty days from the
                      effective date of this  Agreement  shall be One Dollar and
                      Fifty Cents ($1.50) per Share and the  Purchaser  shall be
                      entitled  to purchase  up the entire  available  amount of
                      200,000  Shares in block purchase  commitments  equaling a
                      minimum of One Hundred  Thousand  dollars  ($100,000)  per
                      purchase  or  $300,000  in the  aggregate  (the  "Purchase
                      Price").

b)                    During  the  period  between  thirty  one (31) days and
                      sixty (60) days from the effective  date of this Agreement
                      the Purchaser  shall be entitled to purchase the remaining
                      balance,  if any, of  available  Shares at the lesser rate
                      of;  i) 50% of  the  average  of  the  closing  prices  of
                      Accesspoint'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  Accesspoint  trade if, at the time of
                      purchase, they are not trading on the OTCBB) for the three
                      (3)  consecutive  trading days  immediately  preceding the
                      date  Purchaser  acquires  Shares  hereunder  or;  ii) Two
                      Dollars  and Twenty Five cents  ($2.25) per Share.  In any
                      event  at no time  shall  the  purchaser  be  entitled  to
                      purchase  Shares  below  the floor  purchase  price of One
                      Dollar and Fifty Cents ($1.50) per Share

c)                    During  the  period  between  (61)  days and (90)  days
                      from the  effective  date of this  Agreement the Purchaser
                      may be entitled to purchase the remaining balance, if any,
                      of  available  Shares at the lesser rate of; i) 50% of the
                      average of the closing prices of  Accesspoint'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
                      Accesspoint  trade if, at the time of  purchase,  they are
                      not  trading on the  OTCBB) for the three (3)  consecutive
                      trading  days  immediately  preceding  the date  Purchaser
                      acquires  Shares  hereunder or; ii) Five Dollars and Fifty
                      Cents ($5.50) per Share. In any event at no time shall the
                      purchaser  be entitled to purchase  Shares below the floor
                      purchase  price of One Dollar and Fifty Cents  ($1.50) per
                      Share.

d)                    The Purchaser understands and agrees that during the above
                      period ("c")  Accesspoint in its sole discretion  reserves
                      the right to accept or reject  this  subscription  for the
                      Shares,  in  whole or in part,  prior  to  receipt  by the
                      Accesspoint  of the  purchase  price,  or  any  applicable
                      portion thereof herein.

         1.2      COVENANT OF BEST  EFFORTS.  The  Purchaser  agrees to use its
best efforts to purchase the Shares in accordance with the above schedule.

                                      -1-

<PAGE>


         2. 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.

         3. 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,  Purchaser is purchasing the
Shares purely on a speculative  basis and confirms that Purchaser has been given
no reason to believe that  Purchaser  will receive any return on the purchase of
Shares.

         4.  Purchaser  has offered to purchase  the number of Shares at a price
per share as set forth  herein.  The purchase  price shall be payable in cash or
cash equivalent representing  immediately available funds to the satisfaction of
Accesspoint. 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.

         5. Purchaser  understands that 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. Purchaser understands
the  speculative  nature of investment in Accesspoint  and that Purchaser  could
lose Purchaser's entire purchase price payment.

         6.  Purchaser  represents  that  it  has  been  called  to  Purchaser's
attention that 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.

         7.  Purchaser  acknowledges  that  Accesspoint  has made  available  to
Purchaser or 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  Purchaser and
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.

         8.  Purchaser and (if  applicable)  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  Purchaser's
proposed investment in Accesspoint, and all such questions have been answered to
the complete satisfaction of Purchaser.

         9.  Purchaser  acknowledges that a subsidiary of Accesspoint,  Process-
ing 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, ALBETT URCUYO, AND PROCESSING
SOURCE  INTERNATIONAL,  ET al., filed as case number BC205489 in Superior Court,
Los Angeles County, California.

         10.  Purchaser  represents  that  all of the  information  provided  by
Purchaser  or  Purchaser's  representatives  to  Accesspoint  is true,  correct,
accurate and current and that  Purchaser  is not subject to backup  withholding.
Purchaser  specifically  represents that all of the information  provided on the
Signature Page and Questionnaire which is attached hereto,  incorporated herein,
and made a part hereof, is true, correct, accurate and current.

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

         12.  Purchaser has adequate means of providing for Purchaser's  current
needs and possible  personal  contingencies,  and  Purchaser  has no need in the
foreseeable  future to sell the Shares for which  Purchaser  hereby  subscribes.
Purchaser is able to bear the economic risks of  Purchaser's  purchase of Shares
and, consequently,  without limiting the generality of the foregoing,  Purchaser
is able to hold  Purchaser's  Shares  for an  indefinite  period

                                      -2-


<PAGE>

of  time,  and  Purchaser  has a  sufficient  net  worth  to  sustain  a loss of
Purchaser's  entire  investment  in  Accesspoint  in the event such loss  should
occur.

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

         14.      Purchaser   understands   that  the  Shares  will  not  be
transferable   except  under  limited circumstances.

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

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

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

         18.      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.

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

         20. 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  Purchaser's minimum net worth
and annual income as established by the California  Commissioner of Corporations
relating to 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  Purchaser's  ability to be  sophisticated  regarding the proposed
purchase of shares.

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

         22. Purchaser  acknowledges that 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.

         23.  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.  Purchaser  shall comply with Rule 144 and
with all policies and procedures  established by Accesspoint with regard to Rule
144  matters.  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.

         24.  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.

                                      -3-

<PAGE>


         25.  PIGGY-BACK  REGISTRATIONS.  If Accesspoint  shall prepare and file
with the SEC within one (1) year after the  effective  date of this  Agreement a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans,  then  the  Company  shall  send  to  Purchaser  written  notice  of such
determination  and,  if within  twenty (20) days after  receipt of such  notice,
Purchaser shall so request in writing,  Accesspoint shall commence to include in
such  registration  statement all or any part of the Shares such holder requests
to be registered,  subject to the  cooperation of Purchaser as set forth herein.
If any registration of Accesspoint  pursuant to this Section is for a registered
public  offering   involving  an   underwriting,   the  right  of  Purchaser  to
registration  shall be conditioned upon Purchaser  entering into an underwriting
agreement,  and/or  such other  agreements  as may be  reasonably  required,  in
customary forms with the  representatives of the underwriters or underwriters or
other parties.  Purchaser  shall timely pay all  registration  fees and blue sky
fees pertaining to the  registration or qualification of the Shares of Purchaser
proposed to be registered hereunder.  Purchaser shall cooperate with Accesspoint
(and underwriters,  representatives of the underwriters,  and other parties,  if
any) and promptly  provide  Accesspoint  with reasonably  required  information,
including,  but  not  limited  to  information  regarding  Purchaser's  plan  of
distribution pertaining to the Shares.  Purchaser shall further promptly provide
Accesspoint with such information and promptly execute,  acknowledge and deliver
such instruments and documents as Accesspoint may reasonably  require to include
the Shares in any such registration statement.  The obligation of Accesspoint to
provide piggy back registration rights hereunder shall be expressly  conditioned
upon  Purchaser  timely  paying fees,  cooperating  with  Accesspoint  and other
parties,  promptly providing  information,  and/or executing,  acknowledging and
delivering instruments or documents as set forth herein.

         26.  Purchaser  understands and agrees that the following  restrictions
and limitations are applicable to 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:

         26.1.  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

         26.2.    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.

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

                                      -4-

<PAGE>


         28. 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.

         29. 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.  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
Purchaser  hereby  irrevocably  consents and submits to the jurisdiction of such
courts for the purpose of any such suit,  action or  proceeding,  and  Purchaser
agrees that service of process on 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. 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 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.

         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, 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

                                   PURCHASER

                                   By:      /s/ VERVE VENTURES
                                            ------------------------------------
                                            Verve Ventures

                                      -5-

<PAGE>


           SIGNATURE PAGE AND QUESTIONAIRE TO STOCK PURCHASE AGREEMENT
              DATED OCTOBER 21, 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
                           accredited 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.

                                      -6-

<PAGE>


                  3.  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.

                  4. 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.

                  5.  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 21st day of October, 2000.


                  If the Investor is a PARTNERSHIP, CORPORATION or TRUST:

Verve Ventures
------------------------------------------------
Name of Partnership,
Corporation or Trust

October 21, 2000
---------------------------------
Date


                                      -7-