[NAME]



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 the undersigned
will transfer to Net Integrated Systems, Ltd., a Bermuda corporation ("NIS") [X]
number  of  shares  of the  undersigned's  common  voting  stock  ("Shares")  of
Accesspoint Corporation, a Nevada corporation ("Company").

         The undersigned is 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.

         This  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. The undersigned  also asks
that you comply with all policies and procedures established by the Company with
regard to Rule 144 matters.

<PAGE>

         In addition to the foregoing,  as consideration for the transfer of the
Shares, NIS and the Company will provide certain  protections to the undersigned
(and/or to the appropriate  partners or principals of the undersigned) in regard
to all guarantees  executed by the undersigned (or the partners or principals of
the  undersigned)  for the  benefit of the  Company.  NIS and the  Company  will
promptly  give  the  undersigned   written  notice  of  any  default  under  the
obligations  guaranteed by the above persons.  Neither NIS nor the Company will,
without the undersigned's 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  the  above  guarantees  or  payment  in  full  of the
obligations guaranteed by the above guarantors.

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

                                            Sincerely,

                                            By: /s/ [Name]
                                            -----------------------------------
                                            [NAME}

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