FIRST AMENDMENT TO ENGAGEMENT LETTER


                  THIS FIRST  AMENDMENT  TO MEDIA  RELATIONS  SERVICE  AGREEMENT
("Amendment") is made effective as of the 2nd day of April,  2001 by and between
Accesspoint  Corporation,   a  Nevada  corporation  ("Company"),   and  Alliance
Consulting Group, Inc., a Costa Rican corporation,  (hereinafter  referred to as
"Alliance" or the "Consultant").  Accesspoint  Corporation and/or Consultant are
sometimes  herein referred to individually as a "party" and  collectively as the
"parties."

                  This  Amendment  shall,  and hereby  does,  amend that certain
Media  Relations  Service  Agreement  by and between the  parties  hereto  dated
January  1,  2001  ("Agreement")  so that the term of the  media  relations  and
advisory  services to be provided by  Consultant  pursuant to Section 4.1 of the
Agreement  shall be  extended  six (6)  months.  Such  consulting  and  advisory
services shall terminate on October 1, 2001.

This Amendment shall, and hereby does, amend that certain  Agreement so that the
compensation  for  media  relation  services  pursuant  to  Section  5.2  of the
Agreement shall be as follows:

                              Compensation Schedule

SHARE COMPENSATION SCHEDULE           TOTAL APPROXIMATE COMPENSATION CASH VALUE

April 2, 2001              16,666 shares             $ 29,165.50

May 2, 2001                16,666 shares             $ 29,165.50

June 2, 2001               16,666 shares             $ 29,165.50

July 2, 2001               16,666 shares             $ 29,165.50

August 2, 2001             16,666 shares             $ 29,165.50

September 2, 2001          16,670 shares             $ 29,172.50

                  This  Amendment  shall,  and hereby does,  further  amend that
certain  Agreement  for  additional  compensation  for media  relation  services
pursuant to Section  5.6 of the  Agreement  so that the  Company  shall grant to
Alliance the Option to Purchase 30,000 additional shares of the Company's common
stock (otcbb:  ASAP) for the sum of $1.75 per share (one dollar and seventy five
cents) for a period of 1 year from the date of execution of the Agreement.  Such
options shall vest,  subject to the terms and conditions of the Agreement,  on a
prorata  basis  over a six  month  period  from  the date of  execution  of this
Amendment.


                  IN WITNESS  WHEREOF,  this  Amendment is made 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

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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, CEO


CONSULTANT: Alliance Consulting Group, Inc.

By: /s/ Lawrence Hartman
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Lawrence Hartman, Director







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