EXHIBIT 10.1


                                TOM M. DJOKOVICH



December 14, 2001


Net Integrated Systems, Ltd.
William R. Barber, President
Sofia House
48 Church Street
Hamilton HM GX
BERMUDA

         Re:      Transfer of Shares of Accesspoint Corporation

Dear Bill:

         This letter will memorialize our understanding that I will transfer to
Net Integrated Systems, Ltd., a Bermuda corporation ("NIS") 3,605,256 shares of
my common voting stock ("Shares") of Accesspoint Corporation, a Nevada
corporation ("Company").

         I am undertaking the transfer of the Shares in regard to, and in light
of, a loan ("Loan") being made by NIS to the Company pursuant to a Revolving
Credit Secured Promissory Note not to exceed the principal sum of $5,000,000.00
("Note") and a Secured Loan Agreement ("Loan Agreement") related thereto. This
transfer of the Shares is for the benefit of the Company and shall be an
inducement to NIS to make the Loan and enter into other related agreements for
the benefit of the Company.

         My transfer of the Shares shall be, and is, subject to compliance with
all SEC and securities, laws, rules, regulations and reporting and disclosure
requirements, to the extent applicable to the Shares, myself, NIS and/or the
Company as a reporting company (or to any of its subsidiaries), including, but
not limited to, shareholder voting and proxy solicitation rules. Any assignment,
sales, transfers, or other disposition of the Shares by NIS shall be made in
compliance with all applicable securities laws, rules and regulations, and
pursuant to registration of securities under the Securities Act of 1933 ("Act")
(and qualification under General Corporation Law of California) or pursuant to
an exemption from registration under the Act (and qualification under General
Corporation Law of California). Certain of the Shares are, or may be, subject to
the restrictions on transfer set forth in Rule 144 of the Rules promulgated
under the Act. To the extent applicable, any and all offers, sales, transfer or
other dispositions of the Shares shall be made only pursuant to such a
registration (and qualification) or to such exemption from registration (and
qualification) and in full compliance with Rule 144. I also ask that you comply
with all policies and procedures established by the Company with regard to Rule
144 matters.

<PAGE>


Net Integrated Systems, Ltd.
William R. Barger, President
December 14, 2001
Page 2



         In addition to the foregoing, as consideration for the transfer of the
Shares, NIS and the Company will provide certain protections to me in regard to
all guarantees executed by me for the benefit of the Company. NIS and the
Company will promptly give me written notice of any default under the
obligations guaranteed by me. Neither NIS nor the Company will, without my prior
written consent, assign or transfer, or purport to assign or transfer, the Note,
Loan Agreement, or the Loan without either obtaining a release of my guarantees
or payment in full of the obligations guaranteed by me.

         I ask that NIS execute the acceptance set forth below on behalf of
itself and as Manager of the Company under that certain management agreement. I
look forward to the transfer of the Shares and the mutually beneficial
commencement and conclusion to the above matters. Thank you.

                                            Sincerely,

                                            By: /s/ TOM M. DJOKOVICH
                                            -----------------------------------
                                            Tom M. Djokovich

Agreed and accepted, for itself and
for Accesspoint Corporation, a
Nevada corporation, as Manager:

Net Integrated Systems, Inc., a
Bermuda corporation



By: /s/ WILLIAM R. BARBER
------------------------------------------
William R. Barber, President